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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)
DECEMBER 21, 1999
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NUTRAMAX PRODUCTS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-18671 061200464
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
51 BLACKBURN DRIVE, GLOUCESTER, MASSACHUSETTS 01930
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (978) 282-1800
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Item 5. Other Events.
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NutraMax Products, Inc. (the "Company") has entered into a First Amendment
to Forbearance Agreement and Amendment with its senior lenders, pursuant to
which such lenders agreed to waive certain provisions of the original
Forbearance Agreement dated December 1, 1999 requiring the sale of the Company's
Optopics division and the lenders' receipt of a refinancing proposal by December
15, 1999.
The Company submitted two refinancing proposals to its lenders early last
week. Each of the proposals provided liquidity for the Company to pay and
preserve its trade credit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit Name
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10.1+ First Amendment to Forbearance Agreement and Amendment effective as of
December 15, 1999 by and among NutraMax Products, Inc., its various
subsidiaries signatory thereto, the lenders signatory thereto (the
"Lenders"), and BankBoston, N.A. as agent for the Lenders.
99.1+ Press Release issued for publication on December 21, 1999.
____________________
+ 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: December 21, 1999 By: /s/ David J. Radeke
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David J. Radeke
Executive Vice President and Chief
Operating Officer
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EXHIBIT INDEX
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Exhibit Name
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10.1+ First Amendment to Forbearance Agreement and Amendment effective as of
December 15, 1999 by and among NutraMax Products, Inc., its various
subsidiaries signatory thereto, the lenders signatory thereto (the
"Lenders"), and BankBoston, N.A. as agent for the Lenders.
99.1+ Press Release issued for publication on December 21, 1999
______________________
+ Filed herewith.
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FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT
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This First Amendment to Forbearance Agreement and Amendment is made as of
the 15th day of December, 1999 by and among
Nutramax Products, Inc. (hereinafter, the "BORROWER"), a Delaware
corporation with its principal executive offices at 9 Blackburn Drive,
Gloucester, Massachusetts;
Nutramax Holdings, Inc., Nutramax Holdings II, Inc, Optopics Laboratories
Corp., Fairton Realty Holdings, Inc., Oral Care, Inc., Powers
Pharmaceutical Corp., Florence Realty, Inc., Certified Corp., First Aid
Products, Inc., Adhesive Coatings, Inc., Elmwood Park Realty, Inc. and F.A.
Products, L.P. (individually, a "GUARANTOR" and collectively, the
"GUARANTORS");
BankBoston, N.A., National Bank of Canada, Fleet National Bank, The
Sumitomo Bank Limited, and Senior Debt Portfolio (hereinafter collectively,
the "BANKS")
BankBoston, N.A., as Agent for the Banks (hereinafter, in such capacity,
the "AGENT"), having a principal place of business at 100 Federal Street,
Boston, Massachusetts 02110;
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom,
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent entered into
a Forbearance Agreement and Amendment dated as of December 1, 1999 ( the
"Forbearance Agreement"); and
WHEREAS, the Borrower, the Guarantors, the Banks, and the Agent desire to
modify and amend the Forbearance Agreement, as provided herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. Definitions. All capitalized terms used herein and not otherwise
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defined shall have the same meaning herein as in the Forbearance Agreement.
2. Amendments to Section 5. The provisions of (S)5 of the Forbearance
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Agreement are hereby amended
(a) by deleting the date "December 15, 1999" appearing in (S)5(d)
thereof and substituting the date "February 5, 2000" in its
stead.
(b) by deleting the provisions of (S)5(g) thereof in their entirety.
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3. Ratification of Loan Documents. Except as provided herein, all terms
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and conditions of the Forbearance Agreement and the other Loan
Documents remain in full force and effect. The Borrower and the
Guarantors each hereby ratify, confirm, and reaffirm all
representations, warranties, and covenants contained therein and
hereby represents that, after giving effect to this First Amendment,
no Termination Events exist thereunder. The Borrowers and Guarantors
each further acknowledge and agree that the Borrower and the
Guarantors do not have any offsets, defenses, or counterclaims against
the Agent or any Bank, and to the extent that any such offsets,
defenses, or counterclaims may exist, the Borrower and each Guarantor
hereby waives and releases the Agent and Banks therefrom.
4. Miscellaneous.
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(a) This First Amendment may be executed in several counterparts and
by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which
together shall constitute one instrument.
(b) This First Amendment expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. No
prior negotiations or discussions shall limit, modify, or
otherwise affect the provisions hereof.
IN WITNESS WHEREOF, the undersigned have hereunto executed this First
Amendment as a sealed instrument as of the date first above written.
NUTRAMAX PRODUCTS, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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AGREED:
NUTRAMAX HOLDINGS, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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NUTRAMAX HOLDINGS II, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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OPTOPICS LABORATORIES CORP.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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FAIRTON REALTY HOLDINGS, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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ORAL CARE, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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POWERS PHARMACEUTICAL CORP.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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FLORENCE REALTY, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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3
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CERTIFIED CORP.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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FIRST AID PRODUCTS, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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ADHESIVE COATINGS, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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ELMWOOD PARK REALTY, INC.
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP & COO
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F.A PRODUCTS, L.P.
By First Aid Products, Inc., its general partner
By /s/ David J. Radeke
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Print Name: David J. Radeke
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Title: Executive VP and COO
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AGREED AND ACCEPTED BY
BANKBOSTON, N.A.
By /s/ Robert J. Riley
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Print Name: Robert J. Riley
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Title: Authorized signer
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NATIONAL BANK OF CANADA
By /s/ Robert J. Gauch, Jr.
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Print Name: Robert J. Gauch, Jr.
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Title: Vice President
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By /s/ LoriAnn Curnyn
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Print Name: LoriAnn Curnyn
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Title: Group Vice President
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FLEET NATIONAL BANK
By /s/ Robert J. Riley
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Print Name: Robert J. Riley
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Title: Authorized signer
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THE SUMITOMO BANK LIMITED
By
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Print Name:
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Title:
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SENIOR DEBT PORTFOLIO
By /s/ Scott H. Page
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Print Name: Scott H. Page
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Title: Vice President
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BANKBOSTON, N.A., AS AGENT
By
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Print Name:
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Title:
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Exhibit 99.1
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NutraMax logo appears here
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NEWS RELEASE
DAVID RADEKE, Chief Operating Officer IMMEDIATE
(978) 282-1800 December 21, 1999
NUTRAMAX UPDATES PROGRESS WITH LENDERS
GLOUCESTER, MA -- NUTRAMAX PRODUCTS, INC. announced today that its bank
lenders have waived provisions of the December 1, 1999 Forbearance Agreement
requiring the sale of the Optopics division and requiring the lenders' receipt
of a refinancing proposal by December 15, 1999. The Company submitted two
refinancing proposals to the lenders early last week, and each of the proposals
provided liquidity for the Company to pay and preserve its trade credit.
David Radeke, the Company's Chief Operating Officer, noted that "Our
discussions to sell the Optopics division continue to proceed. We are also
working closely with our lenders to ensure that the Company has a sound
financial platform for the future."
NutraMax is a leading consumer health care products company and the number
one manufacturer and marketer of Store Brand Disposable Douches, ready-to-use
Enemas, Pediatric Electrolyte Oral Maintenance Solutions, Disposable Baby
Bottles, Cough Drops and Throat Lozenges. The Company also markets a broad line
of Toothbrushes, Dental Floss, and various First Aid Products for the hospital
and industrial safety markets. In addition, the Company offers a broad range of
pharmaceutical manufacturing capabilities to a select group of contract
customers. NutraMax products are sold by supermarkets, drug chains and mass
merchandisers under both store brand and control brands, including Powers, Sweet
'n Fresh(R), Pure & Gentle, Fresh 'n Easy, Pro Dental, American White Cross and
NutraMax.
Visit NutraMax on the Internet at http://www.nutramax.com.
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Some of the information contained in this new release constitutes forward-
looking statements within the meaning of Section 27A of the Securities Section
21E of the Exchange Act. Although the Company believes its expectations are
based upon reasonable assumptions within the bounds of its knowledge of its
business operations, there can be no assurance that actual results will not
differ materially from those set forth in the forward-looking statements. Some
factors which may cause actual results to differ materially from those set forth
in the forward-looking statements include the Company's ability to implement its
refinancing proposals and the Company's ability to consummate the sale of the
Optopics division.
-End-
NutraMax Products, Inc., 51 Blackburn Drive, Gloucester, MA 01930
Tel: 978-282-1800 Fax: 978-281-0565
