SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[ X ] ANNUAL REPORT UNDER SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
or
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-12992
NuMED HOME HEALTH CARE, INC.
(Name of small business issuer in its charter)
STATE OF NEVADA 34-1711764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5770 Roosevelt Boulevard, Suite 700, Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (727) 524-3227
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share
Redeemable Common Stock Purchase Warrants
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
Issuer's net revenue for its most recent fiscal year was $22,649,516
The number of shares outstanding of the Issuer's Common Stock, $.001
par value, as of June 29, 1998, was 4,966,620 (exclusive of Treasury
Shares). The aggregate market value of the voting stock held by non-
affiliates computed by reference to the average of the bid and ask prices
of such Common Stock, as of June 29, 1998, was $5,897,861.
Transitional Small Business disclosure Format: Yes [ ] No [ X ]
<PAGE>
PART VI
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) Exhibits
The following exhibits are filed with this report:
Sequential
Exhibit Number Description of Document Page #
2.1 Asset Purchase Agreement by and between NuMED Home Health Care,
Inc., Care Management Services, Inc., North American
Rehabilitation Services, Inc. and Rehab America, Inc., dated
November 3, 1994.(7)
2.2 First Amendment to Asset Purchase Agreement by and among NuMED
Home Health Care, Inc., Care Management Services, Inc., North
American Rehabilitation Services, Inc. and Rehab America, Inc.
dated April 4, 1995.(9)
2.3 Stock Purchase Agreement by and between NuMED Home Health Care,
Inc., Parke Home Health Care, Inc., Pamela Metz and William
Shannon, dated April 8, 1996.(7)
3.1 Articles of Incorporation of Stowaway, Inc. (n/k/a NuMED Home
Health Care, Inc.) dated October 13, 1987.(2)
3.2 Certificate of Amendment to Articles of Incorporation of NuMED
Home Health Care, Inc. dated February 12, 1993.(3)
3.3 Certificate of Amendment to Articles of Incorporation of NuMED
Home Health Care, Inc. dated April 29, 1994.(7)
3.4 Bylaws of NuMED Home Health Care, Inc.(2)
4.1 Specimen Certificate for Common Stock.(2)
4.2 [Intentionally omitted]
4.3 Specimen Certificate for Warrant.(7)
4.4 Warrant Agreement.(7)
4.5 Underwriter's Unit Purchase Option.(7)
10.1 Technology Transfer Agreement between NuMED Technologies, Inc.
and the Cleveland Clinic Foundation, dated August 21, 1991.(4)
10.2 Technology Transfer Agreement between NuMED Technologies, Inc.
and Dr. Amin El Mallawany dated February 11, 1992.(4)
10.3 Non-Competition, Non-Diversion and Confidentiality Agreement by
and among NuMED Home Health Care, Inc., Silver Moves, Inc. and
Debra and James Amrhein dated as of August 17, 1992.(2)
10.4 Consulting Agreement between Debra Amrhein and NuMED Home
Health Care, Inc. dated August 17, 1992.(2)
10.5 Promissory Note in the principal amount of $700,000 made by
NuMED Home Health Care, Inc. in favor of Debra and James
Amrhein dated August 17, 1992.(2)
10.6 Stock Pledge Agreement by and between NuMED Home Health Care,
Inc. and Debra and James Amrhein dated August 17, 1992.(2)
10.7 Stock Power by NuMED Home Health Care, Inc. to Debra and James
Amrhein dated August 17, 1992.(2)
10.8 Non-Competition, Non-Diversion and Confidentiality Agreement by
and between Silver Moves, Inc. and Alice D. Holland dated as of
September 28, 1992.(2)
10.9 Consulting Agreement by and between Silver Moves, Inc. and
Alice D. Holland dated September 28, 1992.(2)
10.10 Guarantee by NuMED Home Health Care, Inc. in favor of Alice D.
Holland dated September 28, 1992.(2)
10.11 Management Services Agreement between Bancapital Corporation
and NuMED Home Health Care, Inc. and Subsidiaries dated March
30, 1992.(2)
10.12 Employment Agreement between NuMED Home Health Care, Inc. and
Michael J. Diroff dated January 1, 1993.(5)
10.13 Employment Agreement between NuMED Home Health Care, Inc. and
Susan J. Carmichael, dated September 1, 1992.(5)
10.14 Technology Transfer Agreement between NuMED Home Health Care,
Inc. and the Cleveland Clinic Foundation dated February 1,
1993.(5)
10.15 Professional Services Agreement between Bancapital Corporation
and NuMED (Home Health Care Division) dated January 1, 1993.(5)
10.16 Professional Services Agreement between Bancapital Corporation
and NuMED (Surgical/Medical Products Division) dated January 1,
1993.(5)
10.17 Stock Purchase Agreement between NuMED Home Health Care, Inc.
and Kenneth M. Dobrow dated January 31, 1993.(5)
10.18 Addendum to Stock Purchase Agreement between NuMED Home Health
Care, Inc. and Kenneth M. Dobrow dated May 10, 1993.(5)
10.19 Agreement and Plan of Merger with Advanced Systems and
Management, Inc., Countryside Health Services, Inc. and L.
David Detweiler dated May 28, 1993.(3)
10.20 Stock Purchase and Exchange Agreement between NuMED Home Health
Care, Inc. and Providence Health Care, Inc. dated September 10,
1993.(1)
10.21 Plan and Agreement of Merger by and among NuMED Technologies,
Inc., Hi-Tech Exchange, Inc. and NuMED Home Health Care, Inc.
dated December 31, 1992.(2)
10.22 Employment Agreement between NuMED Home Health Care, Inc. and
Jugal K. Taneja, dated November 11, 1993.(3)
10.23 Employment Agreement between NuMED Home Health Care, Inc. and
Susan J. Carmichael, dated November 11, 1993.(3)
10.24 Employment Agreement Between NuMED Home Health Care, Inc. and
James P. Witherington, dated November 11, 1993.(3)
10.25 Rescission Agreement between NuMED Home Health Care, Inc. and
Providence Health Care, Inc. dated December 31, 1993.(6)
10.26 Mutual Release and Settlement Agreement by and among NuMED Home
Health Care, Inc., Providence Health Care, Inc., Commonwealth
Associates, Inc., and others, dated December 31, 1993.(6)
10.27 Amended, Consolidated and Restated Bill of Sale and Assignment
and Assumption Agreement by and among NuMED Home Health Care,
Inc., NuMED Technologies, Inc. and NuMED Surgical, Inc. dated
April 15, 1994.(3)
10.28 NuMED Home Health Care, Inc. Outside Director and Advisory
Board Member Stock Option Plan. (Filed as Exhibit No. 99(a) to
registration statement on Form S-8, File No. 33-90966).(8)
10.29 NuMED Home Health Care, Inc. 1994 Employee Stock Option Plan.
(Filed as Exhibit No. 99(b) to registration statement on Form
S-8, File No. 33-90966).(8)
10.30 NuMED Home Health Care, Inc. Employee Stock Purchase Plan.
(Filed as Exhibit No. 99(c) to registration statement on Form
S-8, File No. 33-90966).(8)
10.31 Letter Agreement by and between NuMED Home Health Care, Inc.
and A.T. Brod & Co., Inc. dated June 7, 1993.(7)
10.32 Employment and Non-Competition Agreement by and between NuMED
Home Health Care, Inc. and Allan Cheiken dated April 4, 1995.
(10)
10.33 Financial Consulting Agreement by and between NuMED Home Health
Care, Inc. and A.T. Brod & Co., Inc.(7)
10.34 Employment Agreement between NuMED Home Health Care, Inc. and
Jugal K. Taneja, dated September 1, 1996.(11)
10.35 Employment Agreement between NuMED Home Health Care, Inc. and
Susan J. Carmichael, dated September 1, 1996.(11)
10.36 Employment and Non-Competition Agreement by and between NuMED
Home Health Care, Inc. and Allan Cheiken dated April 4, 1996.
10.37 Employment and Non-Competition Agreement by and between Parke
Home Health Care, Inc. and Pamela Metz dated April 8, 1996.
10.38 Amendments to employment agreement dated 9/1/96 between NuMED
and Susan J. Carmichael.
10.39 Amendments to employment agreement dated 9/1/96 between NuMED
and Jugal K. Taneja.
21 Subsidiaries of NuMED Home Health Care, Inc.
23 ## Consent of Ernst & Young LLP.
99 ## Form 11-K for the year ended March 31, 1998 of NuMED Home
Health Care, Inc., Employee Stock Purchase Plan
------------
## Filed herewith
(1) Incorporated by reference to the Company's Schedule 13D filed
September 20, 1993.
(2) Incorporated by reference to the Company's registration statement
on Form S-4, File No. 33-53218
(3) Incorporated by reference to NuMED Surgical, Inc.'s registration
statement on Form 10SB, File No. 0-24362
(4) Incorporated by reference to the Company's Form 10-KSB for the
fiscal year ended March 31, 1992.
(5) Incorporated by reference to the Company' form 10-KSB for the
fiscal year ended March 31, 1993.
(6) Incorporated by reference to the Company's Amendment No. 2 to
Schedule 13D filed on January 5, 1994.
(7) Incorporated by reference to the Company's registration statement
on Form SB-2, File No. 33-86122.
(8) Incorporated by reference to the Company's registration statement
on Form S-8, File No. 33-90966.
(9) Incorporated by reference to the Company's report on Form 8-K
dated filed on May 5, 1995.
(10) Incorporated by reference to the Company's form 10-KSB for the
fiscal year ended March 31, 1995.
(11) Incorporated by reference to the Company's form 10-QSB for the
quarter ended September 30, 1995.
(12) Incorporated by reference to the Company's form 10-QSB for the
quarter ended September 30 1996 - Jugal K. Taneja.
(13) Incorporated by reference to the Company's form 10-QSB for the
quarter ended September 30, 1996 - Susan J. Carmichael.
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K dated May 5, 1995
in connection with the consummation of the purchase of certain
assets of Rehab America, Inc. by NuMED Rehabilitation on April
4, 1995. The following financial statements were filed with the
report:
(A) NuMED Home Health Care, Inc. and Subsidiaries Unaudited
Pro Forma Condensed Combined Financial Statements:
(i) Unaudited Pro Forma Condensed Combined Balance
Sheet as of December 31, 1994.
(ii) Unaudited Pro Forma Condensed Combined Statement of
Income for the Nine Months Ended December 31, 1994.
(iii) Unaudited Pro Forma Condensed Combined Statements
of Income for the Year Ended March 31, 1994.
(iv) Notes to Unaudited Pro Forma Condensed Combined
Financial Statements.
(B) North American Rehabilitation, Inc. and Care Management
Services, Inc. Unaudited Interim Combined Financial
Statements:
(i) Combined Balance Sheet as of December 31, 1994 and
September 30, 1994.
(ii) Unaudited Combined Statement of Operation and
Accumulated Deficit for the Three Months Ended
December 31, 1994 and 1993.
(iii) Unaudited Combined Statements of Cash Flow for the
Three Months Ended December 31, 1994 and 1993.
(iv) Notes to Unaudited Combined Financial Statements.
(C) North American Rehabilitation, Inc. and Care Management
Services, Inc. Combined Financial Statements:
(i) Combined Balance Sheets as of September 30, 1994
and 1993.
(ii) Combined Statements of Operations and Accumulated
Deficit for the Years Ended September 30, 1994,
1993 and 1992.
(iii) Combined Statement of Cash Flows for the Years
Ended September 30, 1994, 1993 and 1992.
(iv) Notes to Combined Financial Statements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ]ANNUAL REPORT PURSUANT TO SECTION
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
or
[ ]TRANSITION REPORT PURSUANT TO 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED) for the transition period from
________________to ______________
Commission File Number . . . . . . . . . . . . . . . 1-12992
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
NuMED Home Health Care, Inc., Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
NuMED Home Health Care, Inc.
5770 Roosevelt Blvd., Suite 700
Clearwater, FL 33760
<PAGE>
Audited Financial Statements
March 31, 1998 and 1997
Contents
Report of Independent Auditors . . . . . . . . . . . . . 1
Audited Financial Statements:
Statements of Financial Condition . . . . . . . . . . . . 2
Statements of Income and Changes in Plan Equity . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . 4
Schedules for which provision is made in Article 6A of Regulation S-X of
the Securities and Exchange Commission Rules and Regulations are
inapplicable and, therefore, have been omitted.
<PAGE>
Report of Independent Auditors
Plan Administrator
NuMED Home Health Care, Inc.
Employee Stock Purchase Plan
We have audited the accompanying statements of financial condition of
NuMED Home Health Care, Inc. Employee Stock Purchase Plan (the "Plan") as
of March 31, 1998 and 1997, and the related statements of income and
changes in plan equity for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of the Plan at March 31,
1998 and 1997, and the income and changes in plan equity for the years
then ended in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Cleveland, Ohio
July 21, 1998
<PAGE>
NuMED Home Health Care, Inc.
Employee Stock Purchase Plan
Statements of Financial Condition
March 31
1998 1997
Assets:
Cash $9,151 $31,210
Contributions receivable 72 7,520
Liabilities:
Refunds payable ( 157) ( 6,288)
Outstanding purchases (7,549) (31,055)
------- -------
Plan equity $1,517 $1,387
======= =======
See notes to financial statements.
<PAGE>
NuMED Home Health Care, Inc.
Employee Stock Purchase Plan
Statements of Income and Changes in Plan Equity
March 31
1998 1997
Income (Expense):
Participant contributions $21,848 $76,053
Interest income 215 825
Administrative expenses ( 105) (44)
Stock purchases (21,828) (76,054)
------- -------
Increase in plan equity 130 780
Plan Equity:
Beginning of year 1,387 607
------- -------
End of year $1,517 $1,387
======= =======
See notes to financial statements
<PAGE>
NuMED Home Health Care, Inc.
Employee Stock Purchase Plan
Notes to Financial Statements
A. Description of Plan
The following description of the NuMED Home Health Care, Inc. Employee
Stock Purchase Plan ("the Plan") provides only general information.
Participants should refer to the text of the Plan and the Plan prospectus
for a complete description of the Plan's provisions. NuMED Home Health
Care, Inc. ("the Company") is the Plan sponsor.
All eligible employees, regular full-time or part-time employees
(excluding those who work less than 20 hours per week, those who have not
completed a ninety day orientation period and those employees who own 5%
or more of the Company's Common Stock are permitted to purchase Common
Stock at 85% of the fair market value. Fair market value is defined by the
Plan as the lessor of the average high and low trading price on the first
and last day of the applicable option period. Option periods begin on
April 1 and October 1 of each fiscal year. The Plan limits total employee
purchases to a maximum of 250,000 shares with an annual individual limit
of $25,000 or 15% of his or her total annual compensation. The Plan was
effective on April 6, 1995 and stock may be issued until the earlier of
March 31, 2000 or until 250,000 shares have been purchased under the plan.
Employees may enroll in the Plan on or before the beginning of each option
period. Employees may elect to deduct 1% to 15% (cash contributions are
not permitted) of their pay and may withdraw their contributions at any
point prior to 15 days before the end of the option period. Contributions
are deposited at least monthly into an account and then used to purchase
Common Stock issued directly by the Company from treasury shares. The
Company does not contribute to the Plan.
All contributions are fully vested.
B. Summary of Accounting Policies
Expenses
Administrative expenses of the Plan may, at the discretion of the Plan
sponsor, be paid by the Plan. Any expenses not paid by the Plan will be
paid by the Company.
Accounting Method
The accounting records of the Plan are maintained on the accrual basis.
Common Stock is purchased after the end of each option period, March 31
and September 30, and accounted for in the appropriate option period.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
and disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
C. Benefits
Individual accounts are maintained for all participants. At the end of
the option period, amounts representing fractional shares remain in the
individual accounts. The sum of these accounts plus interest income and
less any administrative expenses paid by the Plan equals cash on deposit.
D. Federal Income Taxes
The Plan meets the requirements of an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code where an employee's right to
purchase stock is considered a stock option.
The Plan is not subject to Federal Income Tax. Employee sales of Common
stock purchased under the Plan are treated as a capital gain or loss as
long as the employee does not sell the stock within two years of when the
options are granted or within one year of when the shares are purchased.
Gains or losses on sales before the required holding period are taxed as
ordinary income to the employee. The Company may deduct the excess of the
selling price over the purchase price as compensation expense on their
Federal tax return for any employee sale of stock purchased under the
Plan.
E. Plan Termination
Although the Company has no intent to do so, the Board of Directors may
elect to discontinue the Plan at any time. Amounts available in
participant's accounts would either be used to purchase stock or returned
to the participant.
Year 2000 Issue (Unaudited)
The Plan Sponsor has developed a plan to modify its internal
information technology to be ready for the year 2000 and has begun
converting critical data processing systems. The Plan Sponsor currently
expects the project to be substantially completed by early 1999. The Plan
Sponsor does not expect this project to have a significant effect on Plan
operations.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
NuMED Home Health Care, Inc. Employee
Stock Purchase Plan
/s/ Jugal K. Taneja
Jugal K. Taneja, Trustee
Date: July 28, 1998
