MBF USA INC
8-K, 1996-03-15
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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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)      March 7, 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       (708) 285-9191
                                                  -----------------------------

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

ITEM 5.  OTHER EVENTS.

         MBf USA, Inc. (the "Company") announced on March 7, 1996 financial
results including record revenues for the year ended December 31, 1995 of
$43,258,125, a 20% increase over 1994 revenues of $36,008,062.

         The Company also reported a net loss for 1995 of $4,864,404 compared
to net income of $1,000,530 for 1994.  Of the loss, $4,295,608, occurred in the
first half of 1995 and included a $1,808,757 charge related to the Company's
management and business restructuring which was completed by June 30, 1995.
After a change in management, losses declined in the second half of 1995,
resulting in third and fourth quarter losses of $417,320 and $151,476,
respectively.
<PAGE>   3

EXHIBITS

         99.     ADDITIONAL EXHIBITS.

                 1.       Press Release dated March 7, 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:  March 14, 1996                   By:       /s/ Edward J. Marteka
                                                  ----------------------------
                                        Name:     Edward J. Marteka
                                        Title:    President




<PAGE>   1
[MBf USA, INC. LETTERHEAD]





                            FOR IMMEDIATE RELEASE

                   MBf USA, INC. ANNOUNCES RESULTS FOR 1995


Itasca, IL -- March 7, 1996 -- MBf USA, Inc. (The Nasdaq SmallCap Stock Market: 
MBFA) today announced financial results including record revenues for the year
ended December 31, 1995.

MBf USA reported that revenues for the year ended December 31, 1995 increased
20% to a record $43,258,125 over 1994 revenues of $36,008,062, primarily
reflecting growth in glove sales by the Company's American Health Products
Corporation subsidiary.  Additionally, the continued high level of investment
in marketing and international launch efforts for the Company's Playboy(R) brand
condom business resulted in a substantial increase in condom sales in 1995.

The Company recorded a net of loss for 1995 of $4,864,404 compared to net
income of $1,000,530 last year.  Of this loss, $4,295,608 occurred in the first
half of 1995, and included a $1,808,757 charge related to the Company's
management and business restructuring which was completed by June 30, 1995.

Under new management, losses declined in the second half, resulting in third
and fourth quarter losses of $417,320 and $151,476, respectively.  The losses in
the second half of 1995 were primarily due to expenses related to the expansion
of the Company's international condom business and the lag period for the new
glove price increases, instituted at the end of the third quarter, to take
effect.

Loi Heng Sewn, Chairman of MBf USA, Inc. stated, "The financial and business
restructuring that took place in the first half of 1995 has returned the
Company to its core business and its impact is shown in its improved
performance in the second half."


                                    -more-




<PAGE>   2
MBf USA, Inc. News Release                                              Page 2
March 7, 1996


Edward J. Marteka, who became President of MBf USA, Inc. on May 31, 1995, said,
"We were able to slash our losses significantly in the two quarters following
the restructuring.  Our latex glove business which presently accounts for most
of our sales remain strong, while at the same time the rapid shift to higher
margin powder free gloves sales continues to improve gross margins.  The new
glove manufacturing plant in Indonesia, which was slated to begin operation in
the first quarter 1996 but has been delayed to the second quarter, should       
further lower production costs and improve margins."

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.




                             (See attached tables)
<PAGE>   3
MBf USA, Inc. News Release                                              Page 3
March 7, 1996

<TABLE>
<CAPTION>

                                MBf USA, INC.

                           For The Three Months Ended  For The Year Ended 
                           --------------------------  -------------------
                                  December 31,              December 31, 
                                  ------------              ------------
                               1995          1994         1995         1994
                               ----          ----         ----         ----

<S>                        <C>           <C>          <C>          <C>
TOTAL REVENUES             $10,988,442   $10,017,544  $43,258,125  $36,008,062
                                                      
INCOME (LOSS) FROM
 CONTINUING OPERATIONS        (151,476)     (326,581)  (4,796,672)     909,441

INCOME (LOSS) FROM
 DISCONTINUED
  OPERATIONS                         0       (45,700)     (67,732)      91,119

NET INCOME (LOSS)            ($151,476)    ($372,281) ($4,864,404)  $1,000,530

NET INCOME (LOSS)
 PER SHARE                       ($.06)        ($.15)*     ($2.00)        $.41*
                                 
WEIGHTED AVERAGE 
 NUMBER OF COMMON
 STOCK AND COMMON  
 EQUIVALENTS                 2,432,462     2,458,473*   2,432,462    2,458,473* 

</TABLE>




   *  GIVES RETROACTIVE EFFECT TO THE ONE-FOR-TEN REVERSE SPLIT EFFECTED ON
                               DECEMBER 18, 1995.



CONTACT:                          -OR-  MBf USA'S INVESTOR RELATIONS COUNSEL:
MBf USA, INC.                           The Equity Group Inc.
Loi Heng Sewn, Chairman                 Terry Hosmer       (212) 836-9610
Edward J. Marteka, President            Linda Latman       (212) 836-9609
Stephen Tan, CFO                        
 (708)285-9191




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