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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
January 27, 1998
Date of Report (Date of earliest event reported)
MEDNET, MPC CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 0-17120 88-0215949
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
871-C Grier Drive
Las Vegas, Nevada 89119
(Address of principal executive offices)
702-361-3119
(Registrant's telephone number, including area code)
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<PAGE>
Item 5. Other Events
On January 5, 1998, the Honorable Linda B. Riegle of the United States
Bankruptcy Court for the District of Nevada entered an Amended Order Concerning
Trading in Mednet Securities (the "Order"). The Order imposes certain
restrictions on the trading of Mednet, MPC Corporation's ("Mednet") equity
securities to preserve Mednet's net operating loss carryforwards. The Order is
to remain in effect until March 28, 1998.
In particular, the Order provides that any person that seeks to purchase
or sell equity securities of Mednet must provide certain information to Mednet
and Deloitte & Touche before consummating any proposed trade. The proposed trade
is stayed pending further order of the Court if it involves either (i) any
Transfer (as defined) of Shares of Mednet by (or to) a five percent holder of
Shares of Mednet (including any person or entity who would become a five percent
holder of Shares of Mednet as a result of a proposed Transfer) or (ii) any
Transfer of Shares that would cause, in the aggregate, a forty-five percent or
greater change in the ownership of the Shares of Mednet during the relevant time
period under Section 382 of the Internal Revenue Code.
Reference is made to the conformed Order attached hereto as Exhibit 99.1
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Amended Order Concerning Trading in Mednet Securities entered
January 5, 1998.
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.
MEDNET, MPC CORPORATION
Date: January 27, 1998
By: /s/ Robert A. Bagdasarian
-----------------------------
Name: Robert A. Bagdasarian
Title: Chief Executive Officer
<PAGE>
Exhibit Index
Exhibit Number Description
-------------- -----------
99.1 Amended Order Concerning Trading
in Mednet Securities entered January 5, 1998.
James Patrick Shea, Esq. EXHIBIT 99.1
Bar # JS - 00405
SHEA & CARLYON, LTD.
233 South Fourth Street, Suite 200
Las Vegas, Nevada 89101
(702) 471-7432
David H. Wollmuth, Esq.
New York Bar # DW - 9618
ROBERTS, SHERIDAN & KOTEL
A Professional Corporation
12 E. 49th Street, 30th Floor
New York, NY 10017
(212) 299-8600
Attorneys for Debtor and Debtor-in-Possession
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEVADA
- ------------------------------------------------
:
IN RE: MEDNET, MPC CORP., : Case Nos. BK-97-25800 (LBR)
MEDI-MAIL, INC., AND MEDI-CLAIM, INC. : BK-97-25801 (LBR)
: BK-97-25802 (LBR)
Debtors. : (Jointly Administered Under
: Case No. 97-25800LBR)
:
- ------------------------------------------------: Chapter 11
:
MEDNET, MPC CORP., :
: ADVERSARY PROCEEDING
Plaintiff, : No. 972209 (LBR)
:
-against- :
:
:
MILLER MILOVE & KOB, APC, PROFIT SHARING :
PLAN & TRUST, B&M FAMILY VENTURES, A :
PARTNERSHIP, KEVIN ELLIS, FS&J LIMITED :
PARTNERSHIP, HASSMAN LIMITED PARTNER- :
SHIP, PEACEGATE ASSOCIATES, L.P. AND :
OTR/OXFORD TRANSFER & REGISTRAR :
AGENCY, INC. :
:
Defendants. :
:
- ------------------------------------------------
<PAGE>
AMENDED ORDER CONCERNING TRADING IN MEDNET SECURITIES
This Court having considered the Motion for Preliminary Injunction of
Plaintiff, Mednet, MPC Corporation ("Mednet" or the "Debtor"), and the
objections thereto, for an order under Bankruptcy Code sections 105 and 362 for
enforcement of the automatic stay and for a preliminary injunction (i)
preliminarily enjoining defendants Miller Milove and Kob, APC, Profit Sharing
Plan & Trust, B & M Family Ventures, Kevin Ellis, FS&J, Limited Partnership,
Hassman Limited Partnership, Peacegate Associates, L.P. (the "Objecting
Shareholders") from, directly or indirectly, voluntarily or involuntarily,
selling, assigning, transferring, giving, encumbering, pledging or otherwise
disposing (collectively, a "Transfer") of any equity securities ("Shares") of
Mednet, and (ii) preliminarily enjoining defendant OTR/Oxford Transfer &
Registrar Agency, Inc. ("Oxford") from giving effect to any purported Transfer
of Shares, and (iii) directing that Plaintiff not recognize or give effect to
any purported Transfer of Shares; and notice to defendants having been given;
and a hearing having been held on August 25, 1997; and a further hearing having
been held on September 29, 1997; and good cause appearing therefor:
IT IS HEREBY ORDERED that:
1. Any Transfer of Shares of Mednet by a five percent holder of Shares of
Mednet, or the Transfer of Shares of Mednet to a five percent holder of Shares
of Mednet, including any person or entity who would become a five percent holder
of Shares of Mednet as a result of the proposed Transfer of Shares of Mednet, is
stayed.
2. Any Transfer of Shares of Mednet that would cause, in the aggregate, a
forty-five percent or greater change in the ownership of Mednet's Shares during
the relevant time period under Section 382 of the Internal Revenue Code is
stayed.
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3. Deloitte & Touche, in cooperation with the Debtor, is hereby appointed
to determine whether any proposed Transfer of Mednet's Shares would violate
paragraphs 1 or 2 of this Order (together the "Restraints"). If Deloitte &
Touche and the Debtor conclude that a proposed Transfer would not violate the
Restraints, the Debtor shall consent to such a Transfer. If Deloitte & Touche or
the Debtor determine that the proposed Transfer would violate the Restraints,
the Debtor may make an application to the Court to enjoin the proposed Transfer
in accordance with the procedure set forth in paragraph five (5) of this Order.
4. In order to permit Deloitte & Touche and the Debtor to determine
whether a proposed Transfer of Mednet's Shares would violate the Restraints,
before a proposed Transfer is consummated the parties to the proposed Transfer
shall provide the Debtor written notice of the proposed Transfer specifying the
name, address and facsimile number of each proposed party thereto. Upon receipt
of a notice of a proposed Transfer, the Debtor shall transmit to each party
specified in such notice, by facsimile, a questionnaire (a "Questionnaire") in
the form attached hereto as Exhibit A. On October 27, 1997, a hearing was held
with respect to the form Questionnaire attached hereto as Exhibit A and the
Court, having considered the matter and the objections thereto, approved the
Questionnaire for use in connection with this Order.
5. Any application by the Debtor to enjoin a proposed Transfer shall be
made within three (3) business days following the date on which the Debtor
receives a Questionnaire, fully completed in writing, from each of the parties
to a proposed Transfer. Subject to the Court's calendar, a hearing shall be held
within three (3) business days following the date on which an application to
enjoin a proposed Transfer is made by the Debtor. In the event that the
Objecting Shareholders oppose an application to enjoin a proposed Transfer of
their Shares, the Objecting Shareholders shall be entitled, notwithstanding this
Order, to renew without prejudice
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<PAGE>
the objections made by the Objecting Shareholders in connection with Debtor's
motion for a preliminary injunction.
6. This Order shall remain in effect until March 28, 1998. Trial of this
matter is scheduled to commence on April 7, 1998 at 10:00 a.m.
7. Service shall be made within 10 days of entry hereof on Miller Milove
and Kob, APC, Profit Sharing Plan & Trust, B & M Family Ventures, Kevin Ellis,
FS&J, Limited Partnership, Hassman Limited Partnership, Peacegate Associates,
L.P. (the "Objecting Shareholders") and all parties on Debtor's service list. In
addition, upon entry of this Order, the Debtor shall promptly: (i) provide
written notice of this Order to the Corporate Finance Division of the Securities
and Exchange Commission ("SEC"); and (iii) file a corporate report on Form 8-K
with the SEC disclosing this Order. The Debtor shall not be required to serve
notice of entry of this order to all shareholders, as notice of the November 13,
1997 Order Concerning Trading in Mednet Securities was served on all persons
and/or entities known by Mednet to be holders of shares of Mednet as of October
31, 1997.
SO ORDERED this 5th day of January, 1998
LINDA B. RIEGLE
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UNITED STATES BANKRUPTCY JUDGE
SUBMITTED BY:
SHEA & CARLYON, LTD.
By: /s/ James Patrick Shea
----------------------
James Patrick Shea
Bar # JS - 00405
233 South Fourth Street, Suite 200
Las Vegas, Nevada 89101
(702) 471-7432
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ROBERTS, SHERIDAN & KOTEL
A Professional Corporation
12 E. 49th Street, 30th Floor
New York, NY 10017
(212) 299-8600
Attorneys for Debtor and
Debtor-in-Possession
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<PAGE>
APPROVED/DISAPPROVED AS TO FORM:
MILLER, MILOVE & KOB
By: /s/ Cynthia M. Schneindl
--------------------
Cynthia M. Schleindl
Cal. S.B. # 165186
The Koll Center
501 Broadway, Suite 720
San Diego, CA 92101
(619) 696-5200
Attorneys for the Objecting Stockholders
Miller Millove & Kob, APC, Profit
Sharing Plan & Trust, B&M Family
Ventures, a partnership, Kevin Ellis,
FS&J Limited Partnership, Hassman
Limited Partnership, and Peacegate
Associates, L.P.
REVIEWED:
/s/ Barry M. Jenkins
- -----------------------------------
OFFICE OF THE UNITED STATES TRUSTEE
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<PAGE>
EXHIBIT A
Information to be Provided Prior to Any Ownership Changes in the Shares of
Mednet MPC Corporation
If seller and purchaser have only owned common stock before and after
transaction, answer Part A only. If seller and/or purchaser owned common and
any class of preferred stock before and/or after transaction, proceed to Part
B.
PART A
1. Date of transaction:
2. Name of seller:
3. Name of purchaser:
4. Number of shares and class of stock exchanged in transaction:
Seller
For the questions below, include any stock owned directly or
indirectly through an entity such as corporation, partnership, trust,
or estate, or a family member (i.e. spouse, parents, children, and
grandchildren)
5. What is the lowest number of shares (common) held directly and indirectly
by seller during three year period prior to transaction.
6. What is the number of shares (common) held directly and indirectly by
seller after transaction?
Purchaser
For the questions below, include any stock owned directly or indirectly
through an entity such as a corporation, partnership, trust, or estate, or
family member (i.e. spouse, parents, children or grandchildren)
<PAGE>
7. Is the purchaser acquiring the stock in a coordinated acquisition of
stock with other purchasers? (i.e. Is the purchaser part of a group that is
acquiring the stock and the investment decision of the purchaser is based
upon the investment decision of another member in the group?)
If the original acquisition by seller acquiring the stock was in a
coordinated acquisition of stock with other purchasers, indicate the stock
held by all members of group.
8. What is the lowest number of shares (common) held directly or
indirectly by purchaser during three year period prior to transaction?
9. What is the number of shares (common and preferred) held directly and
indirectly by purchaser after transaction?
PART B
1. Date of transaction:
2. Name of seller:
3. Name of purchaser:
4. Number of shares and class of stock exchanged in transaction:
Seller
5. When (indicate dates) did seller originally acquire stock sold in
current transaction?
6. How (from whom) did seller originally acquire stock sold in current
transaction?
For the questions below, include any stock owned directly or indirectly
through an entity such as a corporation, partnership, trust, or estate,
or family member (i.e. spouse, parents, children, and grandchildren).
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7. Indicate the date and lowest number of shares by each class (directly
or indirectly) held by seller during three year period prior to
transaction. Also, indicate for each specific date, the number of all
other classes held (i.e. if 12/5/96 was the date the lowest number of
common shares held during prior three year period, please indicate
holdings of Pref. A-F on 12/5/96).
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
DATE Class Lowest Common Pref. A Pref. B Pref. C Pref. D Pref. E. Pref. F
- ---- ----- ------ ------ ------- ------- ------- ------- -------- -------
number
------
of shares
---------
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common
- ------------------------------------------------------------------------------------------------
Pref. A
- ------------------------------------------------------------------------------------------------
Pref. B
- ------------------------------------------------------------------------------------------------
Pref. C
- ------------------------------------------------------------------------------------------------
Pref. D
- ------------------------------------------------------------------------------------------------
Pref. E.
- ------------------------------------------------------------------------------------------------
Pref. F
- ------------------------------------------------------------------------------------------------
</TABLE>
Purchaser
1. If purchaser has previously held stock, when did purchaser originally
acquire stock?
2. If purchaser has previously held stock, how did purchaser originally
acquire stock?
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<PAGE>
For the question below, include any stock owned directly or indirectly
through any entity such as a corporation, partnership, trust, or estate, or a
family member (i.e. spouse, parents, children, and grandchildren)
3. Is the purchaser acquiring the current stock in a coordinated
acquisition of stock with other purchasers where the investment
decision of the purchaser is made by another member(s)of the group of
purchasers? (i.e. Is the individual purchaser part of a group that is
acquiring the stock and the investment decision of the individual is
based upon another member in the group?)
4. Indicate the date and lowest number of shares by each class (directly
or indirectly) held by purchaser during three year period prior to
transaction. Also, indicate for each specific date, the number of all
other classes held (i.e. if on 12/5/96 was the date the lowest number
of common shares held during prior three year period, please indicate
holding of Pref. A-F on 12/5/96.)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
DATE Class Lowest Common Pref. A Pref. B Pref. C Pref. D Pref. E. Pref. F
- ---- ----- ------ ------ ------- ------- ------- ------- -------- -------
number
------
of shares
---------
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common
- ------------------------------------------------------------------------------------------------
Pref. A
- ------------------------------------------------------------------------------------------------
Pref. B
- ------------------------------------------------------------------------------------------------
Pref. C
- ------------------------------------------------------------------------------------------------
Pref. D
- ------------------------------------------------------------------------------------------------
Pref. E.
- ------------------------------------------------------------------------------------------------
Pref. F
- ------------------------------------------------------------------------------------------------
</TABLE>
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