MEDICAL TECHNOLOGY SYSTEMS INC /DE/
8-K, 1999-07-16
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                  UNITED STATES
                       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): May 27, 1999

                        MEDICAL TECHNOLOGY SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                      0-16594                   59-2740462
          --------                      -------                   ----------
(State or other jurisdiction    (Commission File Number)        (IRS Employer
      of incorporation)                                      Identification No.)


              12920 Automobile Boulevard, Clearwater, Florida 37622
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (727) 576-6311


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



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     This  document  and  the  accompanying   exhibit  contain  statements  that
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities  Act of 1933,  as  amended,  and Section  21E of the  Securities  and
Exchange Act of 1934, as amended.  The words  "believe",  "estimate",  "expect",
"intend",  "anticipate" and similar  expressions and variations thereof identify
certain of such forward-looking statements,  which speak only as of the dates on
which they were made. The Company undertakes no obligation to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.  Readers are cautioned that any such forward-looking
statements  are not  guarantees  of future  performance  and  involve  risks and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
indicated  in the  forward-looking  statements  as a result of various  factors.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements.


Item 5.   Other Events

     Medical Technology Systems,  Inc. (the "Company") has outstanding 1,320,000
warrants (the "Warrants"), each of which is exercisable to purchase one share of
the Company's  common stock for $7.00. The Warrants are callable by the Company,
upon 30 days written  notice,  for $0.05 per Warrant.  Originally,  the Warrants
were  scheduled  to expire  on July 17,  1999.  On July 16,  1999,  the  Company
extended the  expiration  date from July 17, 1999 to July 17, 2000.  On June 15,
1998,  the Company  extended the  expiration  date of the Warrants from July 17,
1998 to July 17, 1999. All other conditions of the Warrants remain the same.


Item 7.   Financial Statements and Exhibits

          (A)Exhibits.

               4.1  Form of Second Amendment to Warrant Agreement.



                                   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 hereunto duly authorized.


Date:  July 16, 1999


                                 MEDICAL TECHNOLOGY SYSTEMS, INC.
                                 (Registrant)

                                  By:      /s/ Michael P. Conroy
                                   -------------------------------------------
                                   Michael P. Conroy
                                   Vice President and Chief Financial Officer


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                                  EXHIBIT INDEX


                        MEDICAL TECHNOLOGY SYSTEMS, INC.

                           Current Report on Form 8-K

                              Dated: July 16, 1999



      EXHIBIT NO.                                   DESCRIPTION
- ------------------------           ---------------------------------------------
         4.1                       Form of Fourth Amendment to Warrant Agreement






                      FOURTH AMENDMENT TO WARRANT AGREEMENT


     This Fourth  Amendment to Warrant  Agreement  (the "Fourth  Amendment")  is
effective as of this 14th day of July,  1999, by and between Medical  Technology
Systems,  Inc., a Delaware  corporation (the "Company"),  and Continental  Stock
Transfer & Trust Company, as Warrant Agent (the "Warrant Agent").

                                   BACKGROUND

     The Company  originally  entered into a Warrant  Agreement with the Warrant
Agent in connection with a public offering of the Company's  securities pursuant
to a prospectus  dated July 17, 1991. On June 15, 1998, the parties executed the
Third Amendment to Warrant Agreement (the "Amendment") that extended to July 17,
1999 from July 17, 1998 the expiration  date of the warrants to purchase  shares
of the Company's common stock (the "Warrants").  The parties desire to amend the
Warrant  Agreement  and the  Amendment  for  purposes of further  extending  the
expiration date of the Warrants.

     Therefore, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

                                      TERMS

     1.  Expiration  Date of  Warrants.  The Warrant  Expiration  Date is hereby
extended to July 17, 2000 from July 17, 1999.

     2. No Other Effect. Except as specifically set forth above, this instrument
shall not affect the rights of the parties  under the Warrant  Agreement  or the
Amendment.

     3. Counterparts,  Amendment, and Construction.  This instrument: (a) may be
executed in two or more counterparts, each of which shall be deemed an original,
and all of which  together  shall  constitute  one  instrument;  (b)  cannot  be
amended, modified, or supplemented in any respect except by a subsequent written
agreement  entered  into by all the  parties to this Fourth  Amendment;  and (c)
shall be construed and enforced in accordance with the laws of Florida.

     IN WITNESS  WHEREOF,  the  parties  have  executed  this  Fourth  Amendment
effective as of the date first written above.


                                     MEDICAL TECHNOLOGY SYSTEMS, INC.


                                     By: ___________________________________
                                         Michael P. Conroy, Vice President
                                         and Chief Financial Officer


                                     CONTINENTAL STOCK TRANSFER & TRUST COMPANY


                                      By: __________________________________
                                          Authorized Officer




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