UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K -- CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 12, 1995
INTERNATIONAL RESEARCH AND DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7059 38-1688261
(State or other Commission File (I.R.S. Employer
jurisdiction of Number Identification No.)
incorporation or
organization)
500 North Main Street, Mattawan Michigan 49071
(Address of principal executive offices) (Zip Code)
(616) 668-3336
Registrant's telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Item 5. Other Events.
On October 12, 1995, the registrant issued a press release, a copy of which
is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Press release dated October 12, 1995
issued by the Registrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL RESEARCH AND
DEVELOPMENT CORPORATION
(Registrant)
Date: October 16, 1995
/s/ Curt Dally
__________________________
Curt Dally
Treasurer
EXHIBIT 99.1
Press Release
For More Information Contact:
For Release October 12, 1995
Michael A. Feder, Acting President
(616) 668-3336
Lewis S. Rosenbloom, Esq., Corporate Counsel
McDermott, Will & Emery
(312) 984-6943
Medical Surgical Specialties, Ltd.
International Research and Development Corporation ("IRDC") announced today
that its subsidiary Medical Surgical Specialties, Ltd. ("MSS") has entered into
agreements for the sale of substantially all of its assets. The primary
business of MSS is the reconditioning of fiberoptic and surgical medical
products (the "Fiberoptics Division"). Door-Aid, a division of MSS,
manufactures and distributes automatic door operators and access control devices
for the accessibility industry.
The Fiberoptics Division is under contract for sale to DLLW Investment
Group, a new entity headed by Gerald A. Welch, retired Executive Vice President
of The Upjohn Company formed by investors expressly for the purpose of acquiring
this business. The Door-Aid Division is under contract for sale to Door Motion
Technologies, Inc., also a new company formed expressly for the purpose of
acquiring this business.
In order to consummate the foregoing sales, MSS has sought protection under
Chapter 11 of the United States Bankruptcy Code by filing a voluntary petition
with the United States Bankruptcy Court of the District of Delaware. Each of
the sale contracts is subject to approval of the bankruptcy court. MSS intends
to continue its ordinary course business operations until closing of the sales.
MSS has entered into an agreement with its primary lender which provides for
funding normal operations through closing of the sale transaction.
Cash proceeds of these asset sales will be directed to MSS's primary lender
to pay down obligations under a joint lending arrangement which includes MSS's
corporate parent, International Research & Development Corporation, and certain
affiliated corporations. MSS is presently indebted to Michigan National Bank
for loans and guaranties in an amount not less than $18 million. Consequently,
MSS does not anticipate having sufficient assets to pay a distribution to its
unsecured creditors.
IRDC also announced that following its filing for bankruptcy under Chapter
11 of the United States Bankruptcy Code on September 26, 1995, each of the
directors of the Company resigned.
