<PAGE> 1
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) December 14, 1995
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MBf USA, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Oklahoma 0-17458 73-1326131
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(State of or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
</TABLE>
500 Park Boulevard, Suite 1260, Itasca, Illinois 60143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 285-9191
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
MBf USA, Inc. (the "Company") announced on December 14, 1995 the
launch of Playboy(R) brand condoms in Russia, following its recent receipt of
the initial order of $321,000 from its Russian distributor. The Company
expects to receive additional orders for the Russian market prior to the
beginning of 1996.
In addition, the Company is also targeting other populous countries,
including Indonesia, Japan, and India. To this end, the Company is seeking
distribution partners in these countries which could boost condom sales for the
Company in 1996.
The Company, with the approval of The Nasdaq Stock market, announced
December 15, 1995 that it would effect its previously announced one-for-ten
reverse split of its Common Stock as of the open of trading December 18, 1995.
In an earlier release, the date of the reverse split was reported as December
15, 1995.
As a result of the reverse split, the number of shares of the Company
were reduced to approximately 1.6 million Class B Common Shares and
approximately 1.25 million Class A Common Shares. Following the reverse split,
the shares will trade under the new symbol MBFDC, with a new cusip number 5526
2R206.
The reverse split satisfies a stipulation of the extension of the
Company's temporary exception to The Nasdaq SmallCap Stock Market's listing
requirements. In order to satisfy the remaining of such stipulations, the
Company's shares must maintain a minimum bid price at or above one dollar ($1)
for 10 consecutive trading days following Monday's reverse split.
If at some future date the Company's securities should cease to be
listed on The Nasdaq SmallCap Market, they may continue to be listed on the OTC
Bulletin Board.
The Company announced December 18, 1995 that it has appointed Stephen
Tan as its Chief Financial Officer and that Robert J. Simmons, former Executive
Vice president of Baxter International, Inc. and Donald Arnwine, former
President and CEO of Voluntary Hospitals of America have become Class B
Directors of the Company. With the additions of Messrs. Simmons and Arnwine,
there are now six Class A Directors and two Class B Directors on the Company's
board.
The Company announced December 21, 1995 that it has reincorporated in
the State of Maryland following the approval by the Company's shareholders at
the Company's annual meeting held December 18, 1995.
The Company, formerly incorporated in Oklahoma, was merged into a
newly formed, wholly-owned Maryland subsidiary also named MBf USA, Inc. (the
"Maryland Sub"), with the Maryland Sub succeeding to all of the Company's
business activities. Existing shareholders of the Company became shareholders
of the Maryland Sub. The Reincorporation did not result in any change in the
business, management, assets, liabilities or net worth of the Company. The
Company will continue to maintain its executive offices at the same location it
currently occupies.
179954
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EXHIBITS
99. ADDITIONAL EXHIBITS.
1. Press Release dated December 14, 1995
2. Press Release dated December 15, 1995
3. Press Release dated December 18, 1995
4. Press Release dated December 21, 1995
3
<PAGE> 4
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, thereunto duly authorized.
MBf USA, Inc.
(Registrant)
DATE: December 28, 1995 By: /s/ Edward J. Marteka
------------------------
Name: Edward J. Marteka
Title: President
179954
4
<PAGE> 1
[MBf LETTERHEAD]
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MBf USA, INC. LAUNCHES PLAYBOY(R) BRAND CONDOMS IN RUSSIA
Itasca, IL - December 14, 1995 - MBf USA, Inc. (The Nasdaq SmallCap Stock
Market;MBFAC) today announced the launch of Playboy(R) brand condoms in Russia,
following its recent receipt of the initial order of $321,000 from its Russian
distributor. MBf USA expects to receive additional orders for the Russian
market prior to the beginning of 1996.
With a population of 150 million, MBf USA believes that Russia is a potentially
lucrative market for the Company, with Russian condom market size estimated to
be over $24 million annually.
Loi Heng Sewn, Chairman of MBf USA, stated, "We are pleased that our
world-famous Playboy(R) brand condoms are now available in Russia. We
anticipate that this new market will be less competitive than those in more
established free market economies, and, with the growing demand in Russia for
high quality products, we hope to achieve a significant market share within the
next three years."
In addition, MBf USA is also targeting other populous countries, including
Indonesia, Japan, and India. To this end, the Company is seeking distribution
partners in these countries which could boost condom sales for MBf USA in 1996.
MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States and the world famous Playboy(R) brand
condoms internationally.
###
CONTACT: -or- MBf USA'S INVESTOR RELATIONS COUNSEL:
MBf USA, INC. The Equity Group Inc.
Edward J. Marteka, President Terry Hosmer (212) 836-9610
Stephen Tan, CFO Linda Latman (212) 836-9609
(708) 285-9191
<PAGE> 1
[MBf LETTERHEAD]
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
MBf USA ANNOUNCES DATE CHANGE FOR ONE-FOR-TEN REVERSE SPLIT
Itasca, IL - December 15, 1995 - MBf USA, Inc. (The Nasdaq SmallCap Stock
Market;MBFAC), with the approval of The Nasdaq Stock Market, today announced
that it will now effect its previously announced one-for-ten reverse split of
its Common Stock as of the open of trading December 18, 1995. In an earlier
release, the date of the reverse split was reported as December 15, 1995.
As a result of the reverse split, the number of shares of MBf USA will be
reduced to approximately 1.6 million Class B Common Shares and approximately
1.25 million Class A Common Shares. Following the reverse split, the shares
will trade under the new symbol MBFDC, with a new cusip number 5526 2R206.
The reverse split satisfies a stipulation of the extension of the Company's
temporary exception to The Nasdaq SmallCap Stock Market's listing requirements.
In order to satisfy the remaining of such stipulations, the Company's shares
must maintain a minimum bid price at or above one dollar ($1) for 10
consecutive trading days following Monday's reverse split.
If at some future date MBf USA's securities should cease to be listed on The
Nasdaq SmallCap Market, they may continue to be listed on the OTC Bulletin
Board. In the interim, the Company's shares will continue to be traded under
the symbol MBFAC.
MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States and the world famous Playboy(R) brand
condoms internationally.
###
CONTACT: -or- MBf USA'S INVESTOR RELATIONS COUNSEL:
MBf USA, INC. The Equity Group Inc.
Edward J. Marteka, President Terry Hosmer (212) 836-9610
Stephen Tan, CFO Linda Latman (212) 836-9609
(708) 285-9191
<PAGE> 1
[MBf LETTERHEAD]
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
MBf USA, INC. NAMES NEW CFO:
FORMER BAXTER EXECUTIVE VP AND
FORMER VHA CHAIRMAN AND CEO BECOME CLASS B DIRECTORS
ITASCA, ILLINOIS - DECEMBER 18, 1995 - MBf USA, Inc. (The Nasdaq SmallCap Stock
Market;MBFDC) today announced that it has appointed Stephen Tan as its Chief
Financial Officer and that Robert J. Simmons, former Executive Vice President
of Baxter International, Inc., and Donald Arnwine, former President and CEO of
Voluntary Hospitals of America ("VHA") have become Class B Directors of the
Company. With the additions of Messrs. Simmons and Arnwine, there are now 6
Class A Directors and 2 Class B Directors on MBf USA's board.
Stephen Tan, 40, comes to MBf USA from its majority shareholder, MBf Holdings
Bhd. (Ltd) in Kuala Lumpur, Malaysia, where he served since December 1994,
overseeing all financial matters for the six operating companies comprising its
trading division. Mr. Tan, who has 15 years of experience in the financial
community, is a Chartered and Certified Accountant, (UK) from Emile Woolf
College of Accountancy and London School of Accountancy in England.
Robert J. Simmons, 52, is President of RJS Healthcare, Inc., a healthcare
consulting company which he founded in 1990. From 1987 to 1990, he served as
Executive Vice President and a Director of Baxter International. He held senior
level positions in corporate sales, marketing, communications and distribution
of Baxter's 120,000 products and services to healthcare facilities nationwide.
Mr. Simmons spent over 20 years with American Hospital Supply Corporation, most
recently as Executive Vice President-Corporate Marketing, until American's
merger with Baxter in 1985.
Mr. Simmons has also served on the boards of CIS Technologies, Inc., CyberRx
Corporation, de'Medici Systems, Inc., and Pyxis Corporation, as well as the
hospital boards of Ancilla Systems, Inc., Lake Forest Hospital, The Evanston
Hospital Corporation
-more-
<PAGE> 2
MBf USA, Inc. News Release Page 2
December 18, 1995
and Wheaton Franciscan Services, Inc. Mr. Simmons has a Master's degree in
management from Northwestern University and a Bachelor's degree in economics
from The University of Illinois.
Donald Arnwine, 63, is President of Arnwine Associates, a company he formed in
1989 to provide specialized advisory services to the healthcare industry.
Previously, Mr. Arnwine was Chairman and CEO of VHA, from 1985 through 1988 and
served as President and CEO in 1982. During his tenure, VHA grew from 30
hospitals to over 850. When he left VHA in 1988, VHA and its subsidiaries
accounted for more than $2 billion in business. Mr. Arnwine was President and
CEO of the Charleston Area Medical Center from 1972 to 1982 and Director of
Hospital at the University of Colorado Medical Center between 1961 and 1972.
Mr. Arnwine has the distinction of being the only healthcare professional with
CEO experience in university hospitals, multi-hospital systems and a national
hospital alliance. He has a Master's degree in Hospital Administration from
Northwestern University and a BS in Business Administration from Oklahoma
Central State University. Mr. Arnwine is also a Fellow of the American College
of Healthcare Executives, a recipient of the B'Nai B'rith International Health
Care Award, and the holder of an Honorary Doctor of Laws degree from The
University of Charleston.
Edward J. Marteka, President of MBf USA, stated, "We are fortunate to have
Stephen Tan with his superior skillset and experience join the MBf USA
management team. We are especially grateful and pleased that Robert Simmons and
Donald Arwine have joined our board as Class B directors. Their insight and
prominent backgrounds in the healthcare industry will be extremely helpful in
our efforts to expand MBf USA's customer base in the years to come."
MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States and the world famous Playboy(R) brand
condoms internationally.
###
CONTACT: -or- MBf USA'S INVESTOR RELATIONS COUNSEL:
MBf USA, INC. The Equity Group Inc.
Edward J. Marteka, President Terry Hosmer (212) 836-9610
Stephen Tan, CFO Linda Latman (212) 836-9609
(708) 285-9191
<PAGE> 1
[MBf LETTERHEAD]
EXHIBIT 99.4
FOR IMMEDIATE RELEASE
MBF USA, INC. REINCORPORATES IN MARYLAND
ITASCA, ILLINOIS - DECEMBER 21, 1995 - MBf USA, Inc. (The Nasdaq SmallCap Stock
Market;MBFDC) ("the Company") today announced that it has reincorporated,
effective immediately, in the State of Maryland following the approval by the
Company's shareholders at MBf USA's annual meeting held December 18, 1995.
The Company, formerly incorporated in Oklahoma, was merged into a newly formed,
wholly-owned Maryland subsidiary also named MBf USA, Inc. (the "Maryland Sub"),
with the Maryland Sub succeeding to all of the Company's business activities.
Existing shareholders of the Company became shareholders of the Maryland Sub.
The Reincorporation did not result in any change in the business, management,
assets, liabilities or net worth of the Company. The Company will continue to
maintain its executive offices at the same location it currently occupies.
The Company said that the corporate governance provisions of the Maryland
Statutes of the Reincorporation was a primary consideration that made such a
reincorporation advantageous to its shareholders. Securities of the
reincorporated company will continue to trade on The Nasdaq SmallCap Stock
Market under the symbol: MBFDC.
MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States and the world famous Playboy(R) brand
condoms internationally.
###
CONTACT: -or- MBf USA'S INVESTOR RELATIONS COUNSEL:
MBf USA, INC. The Equity Group Inc.
Edward J. Marteka, President Terry Hosmer (212) 836-9610
Stephen Tan, CFO Linda Latman (212) 836-9609
(708) 285-9191
