<PAGE>
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: February 5, 1996
(Date of earliest event reported)
MEDICAL ACTION INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13251 11-2421849
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
150 Motor Parkway, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code (516) 231-4600
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On February 5, 1996, the Registrant and Paul D. Meringola
entered into an agreement modifying Mr. Meringola's Employment
Agreement dated February 1, 1993. The Modification Agreement,
among other things, extended the term of Mr. Meringola's Employment
Agreement to and including March 31, 1999 and increased the base
salary thereunder to $165,000.
Item 6. Resignations of Registrant's Directors
On February 5, 1996, the Registrant accepted the
resignation of Grover A. Cox as a Director. Mr. Cox had no
disagreement with the Registrant on any matter relating to the
Registrant's operations, policies or practices.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
(10) Modification Agreement dated as of
February 5, 1996.
(17) Letter of Resignation of Grover A. Cox.
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.
MEDICAL ACTION INDUSTRIES INC.
By: /s/ Richard G. Satin
--------------------------
Richard G. Satin
Vice President-Operations
and General Counsel
Dated: February 7, 1996
2
<PAGE>
MODIFICATION AGREEMENT
----------------------
MODIFICATION AGREEMENT made this 5th day of February, 1996, by and between
MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (hereinafter the
"Company") and PAUL D. MERINGOLA (hereinafter the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into an Employment Agreement
dated February 1, 1993 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend said Employment
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Paragraph "3" of the Employment Agreement is hereby deleted and in its
place and stead shall be the following:
"3. TERM. Subject to earlier termination on the terms and conditions
hereinafter provided, the term of the Agreement shall be comprised of a period
commencing on the date hereof and ending March 31, 1999."
2. Paragraph "5(i)" of the Employment Agreement is hereby deleted and in
its place and stead shall be the following:
"(i) The Company shall pay to Employee a salary at the rate of
$165,000 per annum, payable in weekly installments, or in such other manner as
shall be agreeable to the Company and Employee.
EXHIBIT 10
<PAGE>
"(i) The Company shall pay to Employee a salary at the rate of
$165,000 per annum, payable in weekly installments, or in such other manner as
shall be agreeable to the Company and Employee.
3. Paragraph "6(c)" of the Employment Agreement is hereby deleted and in
its place and stead shall be the following:
"(c) It is contemplated that during the period of employment, Employee
may be required to incur out-of-pocket expenses in connection with the
performance of his services hereunder, including expenses incurred for travel
and business entertainment. Accordingly, the Company shall pay, or reimburse
Employee for, all out-of-pocket expenses reasonably incurred by Employee in the
performance of his duties hereunder in accordance with the usual procedures of
the Company. Notwithstanding the foregoing, in recognition that Employee will
be required during the term of this Agreement to do a considerable amount of
local driving in connection with his services hereunder, the Company shall
provide Employee with an automobile or allowance not to exceed $1,100 per
month."
4. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
2
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the day and year first above written.
MEDICAL ACTION INDUSTRIES INC.
By: /s/ Richard G. Satin
--------------------------------
Richard G. Satin, Vice President
/s/ Paul D. Meringola
--------------------------------
Paul D. Meringola, Employee
3
EXHIBIT 17
Paul Meringola
President
Medical Action Industries Inc.
150 Motor Parkway, Suite 205
Hauppauge, New York 11788
January 26, 1996
Dear Paul,
After considerable thought, I hereby submit my resignation from the
Board of Directors of Medical Action, effective immediately.
I have enjoyed my association with Medical Action and feel under
your leadership the Company is moving forward in the right direction.
Paul, I have also enjoyed our personal relationship and would hope
that if you are ever in the Tucson area, that you would not fail to
give Barb and I a call.
Best personal regards,
/s/ Grover A. Cox
