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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 3, 1998
(Date of earliest event reported)
CONTOUR MEDICAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-26288 77-0163521
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
6025 SHILOH ROAD, SUITE A
ALPHARETTA, GEORGIA 30005
(Address of principal executive offices)
(770) 888-8528
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 3, 1998, Contour Medical, Inc. ("Contour") entered into a
third amendment (the "Amendment") to the Agreement and Plan of Merger and
Reorganization, dated as of February 17, 1997, as amended by Amendment No. 1
thereto dated as of August 21, 1997 and by Amendment No. 2 thereto dated as of
November 25, 1997 (as so amended, the "Merger Agreement"), by and among Contour,
Sun Healthcare Group, Inc., a Delaware corporation ("Sun"), and Nectarine
Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of Sun
("Merger Sub"), pursuant to which Merger Agreement Merger Sub will be merged
(the "Merger") with and into Contour.
The Amendment extends the date after which either party may freely
terminate the Merger Agreement from March 31, 1998 to June 30, 1998.
The Merger is subject to approval by the shareholders of Sun and the
stockholders of Contour and will be considered at separate meetings now
anticipated to occur in the second quarter of 1998. The Merger remains subject
to other customary conditions. The Merger will be effective promptly following
approval by the Sun shareholders and Contour stockholders, assuming satisfaction
of the other conditions to the Merger.
The foregoing description is qualified in its entirety by reference to
the full text of the Amendment, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following is a list of the Exhibits
attached hereto.
Exhibit No. 2.1 Amendment No. 3 to the Agreement and Plan of Merger
and Reorganization dated as of February 17, 1997, as
amended by Amendment No. 1 thereto dated as of August
21, 1997 and by Amendment No. 2 thereto dated as of
November 25, 1997 among Sun Healthcare Group, Inc.,
Nectarine Acquisition Corporation and Contour
Medical, Inc.
Exhibit No. 99.1 Joint Press Release
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTOUR MEDICAL, INC.
By: /s/ Donald F. Fox
-----------------------------------
Donald F. Fox
Its President
Dated as of April 3, 1998.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C> <C>
Exhibit No. 2.1 Amendment No. 3 to the Agreement and Plan of Merger
and Reorganization dated as of February 17, 1997, as
amended by Amendment No. 1 thereto dated as of August
21, 1997 and by Amendment No. 2 thereto dated as of
November 25, 1997 among Sun Healthcare Group, Inc.,
Nectarine Acquisition Corporation and Contour Medical,
Inc.
Exhibit No. 99.1 Joint Press Release
</TABLE>
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EXHIBIT 2.1
AMENDMENT NO. 3 TO THE
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS AMENDMENT NO. 3 (this "Amendment") to the AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION, dated as of February 17, 1997, as amended by
Amendment No. 1 thereto dated as of August 21, 1997 and Amendment No. 2 thereto
dated as of November 25, 1997 (as so amended, the "Merger Agreement,"
capitalized terms used but not otherwise defined herein are used herein as
therein defined), among SUN HEALTHCARE GROUP, INC., a corporation organized and
existing under the laws of the State of Delaware ("Parent"), NECTARINE
ACQUISITION CORPORATION, a corporation organized and existing under the laws of
the State of Nevada ("Merger Sub") and a direct wholly owned subsidiary of
Parent, and CONTOUR MEDICAL, INC., a corporation organized and existing under
the laws of the State of Nevada (the "Company"), is made this 3rd day of April,
1998 by and among Parent, Merger Sub and the Company.
W I T N E S S E T H:
WHEREAS, Parent, Merger Sub, and the Company desire to amend the Merger
Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
SECTION 1. Amendments to Merger Agreement. The Merger Agreement is
hereby amended as follows:
(a) Section 9.01(b) of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) by either Parent or the Company, if the Effective Time shall not
have occurred on or before June 30, 1998; provided, however, that the
right to terminate this Agreement under this Section 9.01(b) shall not
be available to any party whose failure to fulfill any obligation under
this Agreement shall have caused, or resulted in, the failure of the
Effective Time to occur on or before such date."
SECTION 2. Representations and Warranties.
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(a) Representations and Warranties of the Company. The Company hereby
represents and warrants to Parent and Merger Sub that: The Company has all
necessary corporate power and authority to execute and deliver this Amendment,
to perform its obligations under the Merger agreement as amended hereby and to
consummate the transactions contemplated hereby. The execution and delivery of
this Amendment by the Company and the consummation by the Company of the
transactions contemplated by the Merger Agreement as amended hereby have been
duly and validly authorized by all necessary corporate action (other than
stockholder approval as described in the Merger Agreement). This Amendment has
been duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Parent and Merger Sub, constitutes the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.
(b) Representations and Warranties of Parent and Merger Sub. Parent and
Merger Sub hereby jointly and severally represent and warrant to the Company
that: Parent and Merger Sub have all necessary corporate power and authority to
execute and deliver this Amendment, to perform their respective obligations
under the Merger Agreement as amended hereby and to consummate the transactions
contemplated hereby. The execution and delivery of this Amendment by Parent and
Merger Sub and the consummation by Parent and Merger Sub of the transactions
contemplated by the Merger Agreement as amended hereby have been duly and
validly authorized by all necessary corporate action (other than stockholder
approval as described in the Merger Agreement). This Amendment has been duly
executed and delivered by Parent and Merger Sub and, assuming the due
authorization, execution and delivery by the Company, constitutes the legal,
valid and binding obligation of Parent and Merger Sub, enforceable against
Parent and Merger Sub in accordance with its terms.
SECTION 3. Effect on Merger Agreement. Except as otherwise specifically
provided herein, the Merger Agreement shall not be amended but shall remain in
full force and effect.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO CONTRACT OF LAW PRINCIPLES OTHER THAN THOSE DIRECTING NEW
YORK LAW) EXCEPT TO THE EXTENT MANDATORILY GOVERNED BY THE LAWS OF THE STATE OF
NEVADA.
SECTION 5. Counterparts. This Amendment may be signed in one or more
counterparts, each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SUN HEALTHCARE GROUP, INC.
By: /s/ Robert D. Woltil
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Name: Robert D. Woltil
Title: Senior Vice President for Financial
Services and Chief Financial Officer
NECTARINE ACQUISITION CORPORATION
By: /s/ Robert D. Woltil
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Name: Robert D. Woltil
Title: Vice President
CONTOUR MEDICAL, INC.
By: /s/ Christopher F. Brogdon
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Name: Christopher F. Brogdon
Title: Chairman of the Board
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EXHIBIT 99.1
[LETTERHEAD OF SUN HEALTHCARE GROUP]
Contact: Phyllis Goodman (media)
Marjorie Goldstein (investors)
(505) 821-3355
SUN HEALTHCARE GROUP AND RETIREMENT CARE ASSOCIATES
EXTEND TERMINATION DATE OF MERGER AGREEMENT
Albuquerque, N.M., and Atlanta, Ga., April 6, 1998 - Sun Healthcare
Group, Inc. (NYSE:SHG) and Retirement Care Associates, Inc. (NYSE:RCA) announced
today that they have amended the terms of their merger agreement. The principal
effect of the amendment is to extend the date after which either party may
freely terminate the RCA Merger Agreement from March 31, 1998 to June 30, 1998.
The amendment also adds as a condition to Sun's obligation to consummate the
Merger a requirement that a Memorandum of Understanding entered into in
connection with the settlement of certain shareholder litigation involving RCA
remain in effect. The boards of directors of Sun and of RCA have each approved
the merger agreement amendment.
Sun originally entered into separate merger agreements with RCA and
Contour Medical, Inc. (Nasdaq SmallCap: CTMI) on Feb. 17, 1997. The parties
amended the terms of the RCA agreement on May 27, 1997, and both the RCA and the
Contour agreements on Aug. 21, 1997 and Nov. 25, 1997.
RCA owns approximately 65 percent of the outstanding shares of Contour.
Sun's merger agreement with Contour has been amended to match the RCA amendment
in extending the date after which either party may freely terminate the
agreement from March 31, 1998 to June 30, 1998. The parties contemplate closing
both transactions in the second quarter of 1998.
Closing of the transactions is subject to the satisfaction of customary
conditions. The RCA acquisition is intended to be accounted for as a pooling of
interests. The Contour acquisition is intended to be accounted for as a
purchase.
Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc., is a
diversified international long-term care provider. Sun operates long-term and
subacute care facilities in the United States, the United Kingdom, Spain,
Australia and Germany. Sun also provides therapy and pharmacy services, medical
supplies and comprehensive ancillary services to the long-term care industry.
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Atlanta, Ga.-based Retirement Care Associates, Inc. operates long-term
care, independent and assisted living facilities located primarily in the
southeastern United States. Contour Medical, Inc. is a national provider of
medical supplies for the long-term care industry.
Except for historical information, all other matters in this press
release are forward-looking statements that involve risks and uncertainties as
detailed from time to time in the company's SEC filings, including Sun's annual
report on Form 10-K for the fiscal year ended Dec. 31, 1997.
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