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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) February 26, 1997
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as specified in charter)
Delaware 0-11772 25-1411971
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
500 Fifth Avenue, Suite 2424 New York, New York 10110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 391-2424
55 Access Road Warwick, Rhode Island 02886
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS.
SALE OF MEDICAL SCIENCE INSTITUTE TO PHYSICIANS CLINICAL LABORATORY.
On February 26, 1997 Nu-Tech Bio-Med, Inc. (the "Company") completed the
sale of its ownership interest in Medical Science Intitute, a California
corporation ("MSI"). As previously disclosed, on November 18, 1996, Nu-Tech
Bio-Med, Inc. (the "Company") acquired all of the capital stock of Medical
Science Institue ("MSI"). The Company had acquired MSI upon approval by the
United States Bankruptcy Court of the Central District of California (the
"Court") (Case No. LA 95-37790 TD) of the First Amended Plan of Reorganization
(the "MSI Plan") of Medical Science Institute. MSI is engaged in the medical
laboratory business primarily in the State of California and had been operating
under Chapter 11 of the U.S. Bankruptcy Code since October 26, 1995. MSI
provides clinical laboratory testing services, including testing of human tissue
and fluid specimens to physicians, managed-care organizations, hospitals and
other health care providers. MSI is a California corporation with its principal
executive offices located in Burbank, California.
The Company had agreed on January 14, 1997 to sell its ownership interests
in MSI to Physicians Clinical Laboratory, a Delaware corporation ("PCL") which
is operating as a debtor-in- possession under Chapter 11 of the United States
Bankruptcy Code (United States Bankruptcy Court, Central District of California,
Case No. SV96-23185-GM). The Company sold its interests in MSI to PCL for its
costs and certain expenses of the acquisition aggregating approximately
$7,643,000. The Company received approximately $2,643,000 in cash and a secured
promissory note of PCL in the principal amount of $5,000,000. The note is
secured by all of the assets of PCL but is subordinate to certain other claims
and administrative expenses. The Company used approximately $2,013,000 of the
sale proceeds to repay in full an outstanding secured loan which it had incurred
to acquire MSI. In the event the PCL Plan of Reorganization (as described below)
is consummated and such plan provides that Nu-Tech shall become the owner of 51%
of the outstanding capital stock of PCL (or such other terms as Nu-Tech may
agree), the note (including all principal and interest) will be forgiven. If the
PCL Reorganization Plan is not consummated by November 9, 1997, the note shall
be payable in full. There can no assurance that the note will be repaid in full
if the PCL Reorganization Plan is not consummated.
The Company has joined with PCL and certain of PCL's creditors in
submitting a Plan of Reorganization of PCL pursuant to which PCL will, subject
to approval of the United States Bankruptcy Court having jurisdiction over PCL,
become a 51% subsidiary of Nu-Tech. The Company currently owns approximately
$13,300,000 of senior debt
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of PCL which will be converted, in accordance with the present terms of the PCL
Reorganization Plan, into 34% of the capital stock of PCL. The PCL
Reorganization Plan provides that the Company shall obtain an additional 17%
interest in PCL in exchange for $5,000,000, which shall be paid by forgiveness
of the PCL note received in the sale of MSI to PCL .
PCL is a full service clinical laboratory capable of providing a
comprehensive battery of testing services. PCL is a publicly held corporation
which, until recently, filed reports with the Commission under the Securities
Exchange Act of 1934, as amended. PCL is delinquent in its filings with the
Commission and has not filed any reports since the quarter ended May 31, 1996.
PCL has been operating as a debtor-in-possession under Chapter 11 of the
Bankruptcy Code since November 8, 1996. PCL's common stock is traded in the
over-the-counter market of the National Securities Dealers Automated Quotation
System under the symbol "PCLI".
The PCL Reorganization Plan is subject to approval of the various creditor
and equity class interests in PCL and the bankruptcy court, and there can be no
assurance that such approval will be obtained. A hearing on confirmation of the
PCL Reorganization Plan has been scheduled for April 18, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL,INFORMATION
AND EXHIBITS.
a. Financial Statements of Businesses Acquired.
NONE
b. Pro Forma Financial information.
NONE
c. Exhibits.
NONE
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
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J. Marvin Feigenbaum
Chairman of the Board,
President, Chief Executive
and Chief Financial Officer
Dated: March 4, 1997
