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): January 6, 1999
NuMED Home Health Care, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 1-12992 34-171164
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
5770 Roosevelt Boulevard, Suite 700
Clearwater, Florida 33760
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(Address of principal executive offices) (Zip Code)
(727) 524-3227
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On January 6, 1999, NuMED Home Health Care, Inc. ("NuMED" or the
"Company") and its Board of Directors reached an agreement with Turkey
Vulture Fund XIII, Ltd. ("Turkey Vulture Fund") to settle all
litigation outstanding among the parties and present to NuMED's
stockholders a combined slate of nominees to the Board of Directors
for the 1998 Annual Stockholders' Meeting scheduled for January 28,
1999. Pursuant to the Mediation and Settlement Agreement (the
"Agreement"), Turkey Vulture Fund agreed to cause the Committee for a
New NuMED to withdraw the proxy statement it had filed in opposition
to the Board of Directors' proxy statement. In the Agreement, Turkey
Vulture Fund and the Company agreed to enter into a purchase agreement
pursuant to which Turkey Vulture Fund will purchase an additional
744,680 shares of NuMED common stock directly from the Company for
$350,000 cash. Management agreed to recommend a slate consisting of
the following six (6) directors for election at the Annual Meeting:
Susan J. Carmichael, Thomas V. Chema, J. Michael Gorman, Richard M.
Osborne, Thomas J. Smith and Jugal K. Taneja. Additionally, all of the
parties agreed to vote all of their shares which are eligible to vote
in favor of the foregoing slate. However, Mr. Taneja, the Company's
former Chairman and Chief Executive Officer, is not eligible to vote
the 744,680 shares of NuMED common stock he received in connection
with the entering into of his Termination Noncompetition and Mutual
Release Agreement at the Meeting. In addition, the Board has agreed to
reduce the number of Directors to six (6) and amend the By-Laws to
eliminate the staggered Board of Directors prior to the Meeting.
Finally, the parties to the Agreement agreed to enter into a
standstill agreement on proxy fights through the year 2000 Annual
Stockholders' Meeting.
The Agreement is filed as an exhibit to this current report and is
incorporated herein by this reference. The discussion above is
qualified in its entirety by reference to the Agreement.
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Item 7.
(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma financial information.
Not applicable
(c) Exhibits.
10.1 Mediation and Settlement dated January 6, 1999.
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SIGNATURE
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.
NuMED HOME HEALTH CARE, INC.
By: /s/Susan J. Charmichael
Susan J. Carmichael
Chief Executive Officer and President
Date: January 19, 1999
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EXHIBIT INDEX
Exhibit No. Description
10.1 Mediation and Settlement Agreement dated January 6, 1999.
EXHIBIT 10.1
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
NUMED HOME HEALTH CARE, INC. Case No. 98-2354-CIV-T-17F
Plaintiff,
vs.
TURKEY VULTURE FUND XIII, LTD.,
Defendant/Counterclaimant,
vs.
JUGAL K. TANEJA, et al.,
Counterclaim Defendants.
___________________________________________ /
MEDIATION AND SETTLEMENT AGREEMENT
The parties hereby agree as follows:
1. The Company shall propose in its proxy for the 1998 Annual
Shareholders Meeting: (i) a slate of the following six directors:
Jugal K. Taneja, Susan J. Carmichael, Thomas V. Chema, Richard M.
Osborne, J. Michael Gorman and Thomas J. Smith; (ii) the elimination
of the classified Board of Directors; and (iii) that the 1998 Annual
Shareholders Meeting of NuMed Home Health Care, Inc. shall be held on
January 28, 1999.
2. The parties agree to vote all their shares which are eligible to vote
in favor of the slate of Directors proposed in the Company's proxy.
3. Turkey Vulture Fund shall (i) provide a letter for inclusion in the
Company's proxy package regarding the withdrawal of their
solicitation; (ii) file a withdrawal of their proxy statement with the
SEC concurrent with the mailing of the Company's
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proxy statement; (iii) cause its three nominees to complete the
Company's Directors and Officers' Questionnaire prior to the filing of
the definitive proxy statement.
4. The parties agree to take all appropriate steps pursuant to applicable
law necessary to enter into a Stock Purchase Agreement for the
purchase of 744,680 shares of common stock in NuMed Home Health Care,
Inc. directly from the Company from its currently authorized but
unissued stock for $350,000.00 in cash with the closing to occur
within two days of the shareholders' approval.
5. The Board of Directors elected at the 1998 Annual Shareholders Meeting
shall appoint and the Company shall hire one of the big six accounting
firms to act as its auditor.
6. Turkey Vulture Fund and Jugal K. Taneja agree not to vote their
respective 744,680 shares at the 1998 Annual Shareholders Meeting.
7. The parties agree to take all appropriate steps pursuant to applicable
law necessary to enter into a standstill agreement on proxy fights
only through the year 2000 Annual Shareholders Meeting to be held
after March 31, 2000, pursuant to which the parties will agree that
they will not directly or indirectly, through representatives or
otherwise, solicit, negotiate with or in any manner, encourage,
discuss, accept or consider any proposal to engage in a proxy contest
with the Company.
8. The parties shall each dismiss their claims with prejudice, each party
to bear its own fees and costs. The plaintiff shall pay one half and
the defendant shall pay one-half of all fees and expenses associated
with the mediation of this matter, except for the fees of each
parties' respective counsel which shall be paid separately by each
party.
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DATED this 6th day of January, 1999.
NuMED HOME HEALTH CARE, INC.
By: /s/ Susan J. Carmichael
Its: CEO & President
/s/ Jugal K. Taneja
JUGAL K. TANEJA
/s/ Susan J. Carmichael
SUSAN J. CARMICHAEL
FOLEY & LARDNER ON BEHALF OF
THOMAS V. CHEMA AND ROBERT P.
OTTMAN, AS COUNTERCLAIM
DEFENDANTS
By: /s/ James M. Landis
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
Its: Managing Member
KOHRMAN, JACKSON & KRANTZ, P.L.L.
By: /s/ James B. Rosenthal
/s/ James D. Eckert
JAMES D. ECKERT
MEDIATOR
