MBF USA INC
8-K, 1996-11-20
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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<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)      November 14, 1996
                                                 -------------------------------

                                MBf USA, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Maryland                    0-17458                       73-1326131    
- --------------------------------------------------------------------------------
(State of or other              (Commission                      (IRS Employer
jurisdiction of                 File Number)                     Identification
incorporation)                                                   Number)
                      
                                                       
500 Park Boulevard, Suite 1260, Itasca, Illinois                60143
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code       (630) 285-9191
                                                   -----------------------------

N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>   2
ITEM 5.  OTHER EVENTS.

         On November 13, 1996, MBf USA, Inc. (the "Company") announced the
termination of its license agreement with Playboy Enterprises, Inc. under which
the Company produced and sold Playboy(R) brand condoms in 15 countries.  Until
June 30, 1997, the Company will continue to sell Playboy condoms in the
countries where it has launched the product.  For a period of years, after June
30, 1997, the Company will be entitled to receive revenues on sales of Playboy
condoms in these countries and Japan.

         The Company announced on November 14, 1996 financial results for the
third quarter and nine months ended September 30, 1996.  For the three months
ended September 30, 1996, the Company's revenues increased 4.8% over the same
period for 1995 to $12,933,782, due primarily to improved sales by its American
Health Products Corporation subsidiary.

         For the nine month period ended September 30, 1996, revenues increased
by over 12% to $36,264,217 over the same period for 1995.  For the
year-to-date, the Company had a consolidated net loss of $1,004,218, or $0.31
per share versus a net loss of $4,712,928 or $2.01 per share for same period
for 1995.
<PAGE>   3
EXHIBITS

         99.     ADDITIONAL EXHIBITS.

                 1.       Press Release dated November 13, 1996.

                 2.       Press Release dated November 14, 1996.
<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:  November 18, 1996                 By:  /s/ Edward J. Marteka   
                                              ---------------------
                                         Name:    Edward J. Marteka
                                         Title:   President
                                        
                                        
                                        

<PAGE>   1
                                                                EXHIBIT 99.1

                             FOR IMMEDIATE RELEASE

            MBf USA, INC. AND PLAYBOY ENTERPRISES REACH AGREEMENT
                          TO END LICENSING ARRANGEMENT

               MBf USA TO EXIT CONDOM BUSINESS BY JUNE 30, 1997

Itasca, IL - November 13, 1996 -- MBf USA, Inc. (The Nasdaq Small Cap Stock
Market MBFA) (The "Company") announced its arrangement with Playboy
Enterprises, Inc. ("Playboy") to terminate their license agreement under which
MBf USA produced and sold Playboy(R) brand condoms in 15 countries.  The
agreement to phase out the relationship should allow each company to better
focus on its respective core business.

Under the negotiated agreement, MBf USA will, until June 30, 1997, continue to
sell Playboy condoms in the countries where it has launched the product.  For a
period of years, after June 30, 1997, MBf USA will be entitled to receive
revenues on sales of Playboy condoms in these countries and Japan.  Playboy has
the right to immediately appoint new licensees in those countries where the
condoms have not yet been launched.

Heng Sewn Loi, Chairman and CEO of MBf USA, said, "We are pleased to have come
to this amicable settlement with Playboy.  This agreement will enable MBf USA
to focus on opportunities to expand its profitable and growing core AHPC latex
glove business."  Mr. Loi concluded, "MBf USA has spent much time and resources
to develop the condom business over the past three years, which has detracted
significantly from our Company's overall financial performance during that
period."

Edward J. Marteka, President of MBf USA, commented, "Driven primarily by the
growth of our latex glove business with its higher margin, powder-free glove
line, as well as new manufacturing margins, from our recently opened Indonesian
glove factory, we expect a significant improvement in overall financial
performance beginning in the fourth quarter of 1996.  These strengths,
supplemented by the anticipated revenues from Playboy condom sales, bode well
for a much improved MBf USA going forward."

This press release contains forward looking statements which involve numerous
risks and uncertainties.  The Company's actual results could differ materially
from those anticipated in such forward looking statements as a result of
certain factors, including those set forth in the Company's filings with the
Securities and Exchange Commission.

MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States.

                                 #### #### ####
CONTACT

MBf USA, Inc.                             or      The Equity Group
Heng Sewn Loi, Chairman                           Tripp Whetsell (212) 836-9613
Edward J. Marteka, President                      Linda Latman (212) 836-9609
Stephen Tan, Chief Financial Officer          
                                       

<PAGE>   1
                                                              EXHIBIT 99.2     

                            FOR IMMEDIATE RELEASE

                 MBf USA, INC. REPORTS THIRD QUARTER RESULTS

Itasca, Illinois -- November 14, 1996 -- MBf USA, Inc. (The NASDAQ SmallCap
Stock Market:  MBFA) today announced unaudited financial results for the third
quarter and nine months ended September 30, 1996 (see attached tables).

For the three months ended September 30, 1996, MBf USA's revenues increased
4.8% over the same period in 1995 to $12,933,782, due primarily to improved
sales by its Chicago-based American Health Products Corporation ("AHPC")
subsidiary, one of the nation's leading suppliers of latex examination gloves
to the medical market.  Gains by AHPC allowed the Company to reduce the net
loss for the three month period to $274,228, or $0.07 per share, as compared to
last year's third quarter net loss of $417,320, or $0.18 per share.

For the nine month period ended September 30, 1996, revenues increased by over
12% to $36,264,217 from $32,269,683 for the comparable period of 1995.  For the
year-to-date, MBf USA had a consolidated net loss of $1,004,218, or $0.31 per
share versus a loss of $4,712,928, or $2.01 per share for the same period last
year.  The loss was due to continued costs associated with the Company's
introduction of Playboy(R) condoms in international markets and its low sales
volume.  The prior period included a restructure charge of $1,808,757 related
to its management and business restructuring which was completed by June 30,
1995.

Mr. Heng Sewn Loi, Chairman, stated "AHRC and MBf USA's 70% owned Indonesian
glove plant, PT MBf Buana Multicorpora, continued to make profits contribution
during the third quarter of 1996.  The Company has reached an amicable
settlement with Playboy Enterprises, Inc. to exit the Playboy(R) condom
business.  With this agreement, the Company expects the financial performance
to improve from now on as it will focus on developing the profitable glove
business."

Mr. Edward J. Marteka, President, said "Glove sales continue to remain strong
with solid gains in higher margin product mix.  The Company is well poised to
focus on our profitable glove business now that the agreement to exit the
condom business is finalized."

MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States.

This press release contains forward looking statements which involve numerous
risks and uncertainties.  The Company's actual results could differ materially
from those anticipated in such forward looking statements as a result of
certain factors, including those set forth in the Company's filings with the
Securities and Exchange Commission.

                                 #### #### ####

                                     -more-
<PAGE>   2
                                 MBf USA, Inc.
                     Consolidated Statements of Operations
                                  (unaudited)

<TABLE>
<CAPTION>
                                                      For the Three Months            For the Nine Months
                                                      Ended September 30,             Ended September 30,
                                                       1996           1995            1996          1995    
                                                   ---------------------------      -------------------------- 
<S>                                                <C>             <C>               <C>           <C>
                                                        $               $                $             $
Revenues                                           12,933,782      12,338,706        36,264,217    32,269,683

Loss from Continuing Operations                      (274,228)       (437,807)       (1,004,218)   (4,645,196)

Income (Loss) from Discontinued Operations                 -           20,487                -        (67,732) 
                                                  -----------     -----------       -----------   -----------  
Net Loss                                          $  (274,228)    $  (417,320)      $(1,004,218)  $(4,712,928)
                                                  ===========     ===========       ===========   =========== 

Net Loss Per Share                                      (0.07)          (0.18)            (0.31)        (2.01)

Total Weighted Average Shares Outstanding           3,938,200       2,347,280         3,257,730     2,347,280
</TABLE>

                                ###          ###

CONTACT

MBf USA, Inc.                     or       MBf USA's Investor Relations Counsel
Heng Sewn Loi, Chairman                    The Equity Group
Edward J. Marteka, President               Tripp Whetsell (212) 836-9613
Stephen Tan, Chief Financial Officer       Linda Latman (212) 836-9609
(630) 285-9191                          





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