SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): JULY 9, 1997
THE LEHIGH GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-155 13-192067-0
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
810 Seventh Avenue, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 333-2620
N/A
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(Former name or former address, if changed since last report)
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ITEM 1.
AND ITEM 2. CHANGES IN CONTROL OF REGISTRANT; ACQUISITION OF ASSETS
On July 9, 1997 at a Special Meeting (the "Special Meeting") of
stockholders of the Lehigh Group, Inc. ("Lehigh"), the stockholders of Lehigh
approved the merger (the "Merger") pursuant to the terms of the Agreement and
Plan of Merger dated as of October 29, 1996 (the "Merger Agreement") among
Lehigh, First Medical Corporation ("FMC") and Lehigh Management Corp., a
wholly-owned subsidiary of Lehigh ("Merger Sub"). On the same day, Merger Sub
was merged with and into FMC and each outstanding share of common stock of FMC
(the "FMC Common Stock"), was exchanged for (i) 1,127.675 shares of Lehigh's
Common Stock, par value $.001 per share ("Lehigh Common Stock"), and (ii)
103.7461 shares of Lehigh's Series A Convertible Preferred Stock, par value
$.001 per share (the "Lehigh Preferred Stock"), each of which is convertible
into 250 shares of Lehigh Common Stock and has a like number of votes per share,
voting together with the Lehigh Common Stock. Prior to the Merger, FMC held
approximately 25.4% of the outstanding shares of Lehigh Common Stock which were
acquired through two series of transactions.
There were outstanding 10,000 shares of FMC Common Stock immediately
prior to the Merger. These shares were exchanged for a total of (i) 11,276,750
shares of Lehigh Common Stock and (ii) 1,037,461 shares of Lehigh Preferred
Stock. As a result of the Merger, holders of Lehigh Common Stock immediately
prior the Merger and former FMC stockholders each own 50% of the issued and
outstanding shares of Lehigh Common Stock immediately following the Merger. In
the event that all of the shares of Lehigh Preferred Stock issued to the former
FMC stockholders are converted into Lehigh Common Stock, holders of Lehigh
Common Stock immediately prior to the Merger and former FMC stockholders would
own approximately 4% and 96%, respectively, of the outstanding Lehigh Common
Stock.
In addition, under the terms of the Merger Agreement, Lehigh will be
renamed "First Medical Group, Inc.," and following the Merger, Dennis Sokol, the
Chairman of the Board and Chief Executive Officer of FMC, became the Chairman
and Chief Executive Officer of Lehigh, Salvatore Zizza, the Chairman of the
Board, President and Chief Executive Officer of Lehigh, became Executive Vice
President and Treasurer and Mr. Bruno continued as Vice President and Secretary.
Mr. Bruno, Richard Bready, Charles Gargano, Anthony Amhurst and Salvatore
Salibello, five of the six members of the Board of Directors, were not nominated
for re-election, and at the Special Meeting Mr. Sokol, Melvin Levinson, Elliot
Cole and Paul Murphy, four members of FMC's board of directors, were elected to
replace them.
FMC and Generale De Sante International, plc ("GDS") are parties to a
Subscription Agreement, dated June 11, 1996, pursuant to which GDS paid
$5,000,000 in order to acquire a variety of ownership interests in FMC and its
subsidiaries, including 10% of the shares of FMC Common Stock (which were
automatically exchanged pursuant to the Merger for shares of Lehigh Common Stock
and Lehigh Preferred Stock) and shares of FMC's 9% Series A Convertible
Preferred Stock (the "FMC Preferred Stock") convertible into 10% of the shares
of FMC Common Stock, which shares of FMC Preferred Stock remained outstanding
and convertible following the Merger. Consequently, when and if GDS decides to
convert its shares of FMC Preferred Stock, GDS will receive shares of Lehigh
Common Stock and Lehigh Preferred Stock. Together with the shares of Lehigh
Common Stock and Lehigh Preferred Stock issued for the FMC Common Stock, these
shares would give GDS a total of approximately 23% ownership interest and voting
power of Lehigh.
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(c) EXHIBITS
2.1 Amended and Restated Agreement and Plan of Merger,
dated as of October 29, 1996, between the Registrant,
the Lehigh Management Corp. ("Merger Sub") and First
Medical Corporation ("FMC"), (incorporated by
reference to Appendix A to the Registrant's Proxy
Statement for a Special Meeting of Shareholders to be
held July 9, 1997).
2.2 First Amendment to the Merger Agreement, dated July
9, 1997 between the Registrant, Merger Sub and FMC.
SIGNATURE
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 hereunto duly authorized.
THE LEHIGH GROUP INC.
Dated: July 24, 1997 By: /s/ Robert A. Bruno
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Robert A. Bruno
Vice President and General Counsel
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FIRST AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER (the "First Amendment") made and entered into this 9th day of July 1997,
by and among The Lehigh Group Inc., a Delaware corporation ("Lehigh"), Lehigh
Management Corp., a Delaware corporation and a wholly-owned subsidiary of Lehigh
("Newco"), and First Medical Corporation, a Delaware corporation ("FMC"). All
capitalized terms used herein and not otherwise defined shall have the meanings
given them in the Amended and Restated Agreement and Plan of Merger made and
entered into as of the 29th day of October 1996 (the "Merger Agreement") by and
among the parties hereto.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Merger Agreement and
desire to amend in certain respects the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Merger Agreement, the parties hereto agree
as follows:
1. Paragraph 1(a) of the Merger Agreement is hereby amended by adding
to the final sentence thereof a new clause (iv) to be and read as follows:
(iv) each share of the outstanding Common Stock of
Newco issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be
converted into one share of FMC Common Stock.
2. Each reference to FMC Common Stock appearing in Paragraph 1(b) of
the Merger Agreement shall be deemed a reference to FMC Common Stock outstanding
immediately prior to the Effective Time.
3. Paragraph 1 of the Merger Agreement is hereby amended by adding a
new subparagraph (c) thereto to be and read as follows:
(c) Each share of the outstanding Common Stock of Newco
issued and outstanding immediately prior to the Effective
Time shall cease to be outstanding and shall be converted
into one share of FMC Common Stock.
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4. Subparagraphs (c), (d), (e), (f) and (g) of Paragraph 1 of the
Merger Agreement are hereby renumbered subparagraphs (d), (e), (f), (g) and (h),
respectively.
5. Paragraph 1(d) of the Merger Agreement (as renumbered above) is
hereby amended by replacing the text "May 15, 1997" with the text "July 15,
1997".
6. Paragraph 3 of the Merger Agreement is hereby amended in its
entirety to be and read as follows:
Promptly after the date hereof, Lehigh agrees, at
its expense, to apply for and use its best efforts to obtain
listing on the American Stock Exchange, subject to notice of
issuance, of the shares of Lehigh Common Stock to be
delivered to FMC stockholders in the Merger. FMC agrees to
render assistance to Lehigh in obtaining such listing,
including the furnishing of such financial statements as
Lehigh may reasonably request.
7. Paragraph 9 of the Merger Agreement is hereby amended by the
addition thereto of a new subparagraph (c) to be and read as follows:
(c) Anything contained in this Agreement to the
contrary notwithstanding, the parties hereto acknowledge that
the Registration Statement has not yet become effective under
the 1933 Act and agree to use all reasonable efforts to cause
it to become effective at the earliest practicable date.
8. The second sentence of Paragraph 11(c) of the Merger Agreement is
hereby amended in its entirety to be and read as follows:
Lehigh shall apply for and shall use its best
efforts to obtain approval for listing such shares of Lehigh
Common Stock subject to notice of issuance on the American
Stock Exchange, and no stockholder of Lehigh or other person
will have any preemptive rights in respect thereto.
9. Paragraphs 14(f) and 15(e) of the Merger Agreement are hereby
amended in their entirety to be and read as follows:
The completion of Lehigh's Proxy Statement.
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10. Except as amended hereby, the Merger Agreement shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto by their respective officers thereunto duly authorized as of the
date first above written.
ATTEST: THE LEHIGH GROUP INC.
/s/ Robert Bruno
- -------------------------- By: /s/ Salvatore J. Zizza
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Salvatore J. Zizza,
Chairman of the Board and
Chief Executive Officer
ATTEST: FIRST MEDICAL CORPORATION
/s/ Elliot Cole
- -------------------------- By: /s/ Dennis A. Sokol
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Dennis A. Sokol, Chairman
ATTEST: LEHIGH MANAGEMENT CORP.
/s/ Robert Bruno
- -------------------------- By: /s/ Salvatore J. Zizza
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Salvatore J. Zizza,
President and Chief Executive Officer
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