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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
January 13, 1999
NUTRAMAX PRODUCTS, INC.
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(Exact name of registrant as specified in charter)
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Delaware 000-18671 061200464
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
51 Blackburn Drive, Gloucester, MA 01930
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (978) 283-1800
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Item 5 - Other Events
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On January 13, 1999, NutraMax Products, Inc. (the "Company") consummated a
private placement transaction with Cape Ann Investors, L.L.C., the Company's
largest stockholder, Donald E. Lepone, the Chief Executive Officer, President
and a Director of the Company, and Bernard J. Korman, the Chairman of the Board
of the Company (collectively, the "Purchasers"). Pursuant to the private
placement, which was approved by the Company's shareholders at the annual
meeting held on January 12, 1999, the Company issued and sold an aggregate of
1,441,860 shares of common stock of the Company at a price per share of $4.30,
for an aggregate purchase price of $6,200,000. The purchase price of $4.30 per
share represented a premium of 11% to the closing price per share on October 21,
1998, the date on which the Board of Directors of the Company agreed in
principle to the terms of the private placement. Pursuant to agreements with
its senior and subordinated lenders, the Company will use the proceeds of the
private placement to pay down $4,500,000 of indebtedness outstanding under its
senior credit facilities and up to $1,500,000 of outstanding indebtness to its
trade creditors.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
Exhibit Name
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4.1* Stock Purchase Agreement by and between NutraMax Products, Inc.
and Cape Ann Investors, L.L.C., dated as of November 6, 1998.
4.2* Stock Purchase Agreement by and between NutraMax Products, Inc.
and Bernard J. Korman, dated as of November 6, 1998.
4.3* Stock Purchase Agreement by and between NutraMax Products, Inc.
and Donald E. Lepone, dated as of November 6, 1998.
99.1+ Press Release issued for publication on January 13, 1999,
announcing the consummation of the private placement
transaction.
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* Filed as an Exhibit to the NutraMax Products, Inc. Annual Report on Form 10-K
for the fiscal year ended October 3, 1998, and incorporated herein by
reference.
+ Filed herewith.
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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.
NUTRAMAX PRODUCTS, INC.
Date: January 25, 1999 By: /s/ Robert F. Burns
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Robert F. Burns, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Name Page
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4.1* Stock Purchase Agreement by and between NutraMax
Products, Inc. and Cape Ann Investors, L.L.C., dated
as of November 6, 1998.
4.2* Stock Purchase Agreement by and between NutraMax
Products, Inc. and Bernard J. Korman, dated as of
November 6, 1998.
4.3* Stock Purchase Agreement by and between NutraMax
Products, Inc. and Donald E. Lepone, dated as of
November 6, 1998.
99.1+ Press Release issued for publication on January 13,
1999, announcing the consummation of the private
placement transaction.
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* Filed as an Exhibit to the NutraMax Products, Inc. Annual Report on Form
10-K for the fiscal year ended October 3, 1998, and incorporated herein
by reference.
+ Filed herewith.
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(Exhibit 99.1)
N E W S R E L E A S E
IMMEDIATE
January 13, 1999
Robert F. Burns, Vice President and Chief Financial Officer
(978) 282-1800, ext.1647
NUTRAMAX RECEIVES SHAREHOLDER APPROVAL OF
AND CONSUMMATES PRIVATE PLACEMENT TRANSACTION
GLOUCESTER, MA -- NUTRAMAX PRODUCTS, INC. (NASDAQ: NMPC), a leading
manufacturer and marketer of private label health and personal care products,
today announced the consummation of a private placement transaction with Cape
Ann Investors, L.L.C., the Company's largest stockholder, Donald E. Lepone, the
Chief Executive Officer, President and a Director of the Company, and Bernard J.
Korman, the Chairman of the Board of the Company (collectively, the
"Purchasers"). Pursuant to the private placement, which was approved by the
Company's shareholders at the annual meeting held on January 12, 1999, the
Company issued and sold an aggregate of 1,441,860 shares of common stock of the
Company at a price per share of $4.30, for an aggregate purchase price of
$6,200,000. The purchase price of $4.30 per share represented a premium of 11%
to the closing price per share on October 21, 1998, the date on which the Board
of Directors of the Company agreed in principle to the terms of the private
placement.
NutraMax is a leading consumer health care products company and the number
one manufacturer and marketer of private label Disposable Douche, ready-to-use
Enema, Pediatric Electrolyte Oral Maintenance Solutions, Disposable Baby
Bottles, Cough Drops and Throat Lozenges. The Company also markets a broad line
of Contact Lens Care Products, OTC and generic prescription Ophthalmics,
Toothbrushes, Dental Floss, Adhesive Bandages, Medical Tapes, First Aid Kits and
various First Aid Products for the hospital and industrial safety markets.
NutraMax products are sold by supermarkets, drug chains and mass merchandisers
under both store brand names and control brands, including Powers, Optopics,
Sweet'n Fresh(R), Pure & Gentle, Fresh'n Easy, Pro Dental, American White Cross
and NutraMax.
