<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) May 20, 1997
-------------------------------
MBf USA, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-17458 73-1326131
- -------------------------------------------------------------------------------
(State 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 May 20, 1997, MBf USA, Inc. (Nasdaq SmallCap Stock Market Symbol MBFA)
(the "Company") and its subsidiary, American Health Products Corporation,
announced that Wembley Rubber Products (M) Sdn. Bhd. ("Wembley"), the largest
Malaysian powder-free glove company and principal supplier of the Company's
powder-free latex business glove, has entered into two agreements totaling
$13.0 million with the Company and its majority shareholder, MBf International,
Ltd. ("International"). The agreements are scheduled to close simultaneously
upon receipt of necessary approvals and documentation.
The agreements call for:
1. the purchase by Wembley of all MBf USA's Class A Common Stock
(1,252,538 shares) from the Company's majority shareholder, MBf
International, Ltd. at $5.00 per share for a value of $6.27 million.
MBf International will retain its 1,682,275 shares of Common Stock
of the Company; and
2. the purchase by Wembley of 2,500,000 unregistered shares of
MBf USA's Common Stock at a price of $2.70 per share, with demand
registration rights. MBf USA will receive $6.75 million in proceeds
which will be applied toward working capital, to expand market
share, introduce new products, reduce debt and introduce advance
technologies to the Company's 70% owned powdered latex glove
manufacturing factory in Indonesia. The Company has received a
fairness opinion from The Griffing Group supporting the proposed
equity infusion.
The Class A Common Stock has the ability to designate a majority of the
members of the Company's board of directors, and represents 29% of the
Company's Common Stock assuming no new shares are issued. Assuming
transactions (1) and (2) close, Wembley will be able to elect new Class A
directors, a majority of the Class B directors, and will hold 55.1% of the
Company's Common Stock after issuance of the 2,500,000 new shares.
Under the Purchase Agreement, two (2) new Class A directors representing
Wembley will be appointed to the Company's board of directors -- Mr. Richard
Wong Chin Mun, President/CEO of Wembley and Mr. Lew Kwong Ann, Executive
Director/Chief Financial Officer of Wembley.
MBf USA, Inc. and its subsidiaries market Glovetex brand and OEM medical
examination gloves in the United States.
<PAGE> 3
Some of the statements contained in this Form 8-K may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, such phrases as "it appears" or the Company
"believes," "expects" or "projects" indicate that it is possible that the event
which appears, believed, expected or projected may not occur. Should such
event not occur, then the result which the Company expected may not occur or
occur in a different manner, which may be more or less favorable to the
Company. The Company does not undertake any obligation to publicly release the
results of any revisions to its forward-looking statements that may be made to
reflect any future events or circumstances.
<PAGE> 4
EXHIBITS
99. ADDITIONAL EXHIBITS.
1) Press Release dated May 20, 1997.
<PAGE> 5
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: May 30, 1997 By: /s/ Stephen Tan
-------------------------
Name: Stephen Tan
Title: Chief Financial Officer
<PAGE> 1
exhibit 99.1
EXHIBIT 1
FOR IMMEDIATE RELEASE
MBF USA TO RECEIVE $6.75 MILLION CAPITAL INFUSION
AND ENTERS INTO AGREEMENTS WITH WEMBLEY
Itasca, IL -- May 20, 1997 -- MBf USA, Inc. (Nasdaq SmallCap Stock Market
Symbol MBFA) (the "Company") and its subsidiary, American Health Products
Corporation, announced that Wembley Rubber Products (M) Sdn. Bhd. ("Wembley"),
the largest Malaysian powder-free glove company and principal supplier of the
Company's powder-free latex business glove, has entered into two agreements
totaling $13.0 million with the Company and its majority shareholder, MBf
International, Ltd. ("International"). The agreements are scheduled to close
simultaneously upon receipt of necessary approvals and documentation.
The agreements call for:
1. the purchase by Wembley of all MBf USA's Class A Common Stock
(1,252,538 shares) from the Company's majority shareholder, MBf
International, Ltd. at $5.00 per share for a value of $6.27 million.
MBf International will retain its 1,682,275 shares of Common Stock of
the Company; and
2. the purchase by Wembley of 2,500,000 unregistered shares of MBf
USA's Common Stock at a price of $2.70 per share, with demand
registration rights. MBf USA will receive $6.75 million in proceeds
which will be applied toward working capital, to expand market share,
introduce new products, reduce debt and introduce advance
technologies to the Company's 70% owned powdered latex glove
manufacturing factory in Indonesia. The Company has received a
fairness opinion from The Griffing Group supporting the proposed
equity infusion.
The Class A Common Stock has the ability to designate a majority of the
members of the Company's board of directors, and represents 29% of the
Company's Common Stock assuming no new shares are issued. Assuming
transactions (1) and (2) close, Wembley will be able to elect new Class A
directors, a majority of the Class B directors, and will hold 55.1% of the
Company's Common Stock after issuance of the 2,500,000 new shares.
Under the Purchase Agreement, two (2) new Class A directors representing
Wembley will be appointed to the Company's board of directors -- Mr. Richard
Wong Chin Mun, President/CEO of Wembley and Mr. Lew Kwong Ann, Executive
Director/Chief Financial Officer of Wembley.
Edward J. Marteka, President of the Company said, "With its $6.75 million
capital infusion, Wembley has demonstrated confidence in AHPC and will expand
its business partnership. While MBf International has multiple business lines,
Wembley's sole business is manufacturing and marketing of gloves for all
reasons. Wembley's superior powder-free glove product technology and wide
product offering should accelerate American Health Products Corporation (AHPC)
already-rapid growth and increase its margins. Immediately our Indonesian
glove plant will benefit from the anticipated upgrade to the latest
manufacturing technologies and the ability to increase production to meet the
growing demand for powder-free gloves. Our customers will benefit through
enhanced barrier protection."
"AHPC will now be in a stronger position than ever before with this new
partnership," Mr. Marteka
<PAGE> 2
continued, "for it combines the superior sales and marketing strength of
American Health Products Corporation with Wembley, among the largest
powder-free glove producers in Malaysia."
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
Securities and Exchange Commission.
MBf USA, Inc. and its subsidiaries market Glovetex brand and OEM medical
examination gloves in the United States.
CONTACT OR MBF USA'S INVESTOR RELATIONS COUNSEL
MBf USA, Inc. The Equity Group, Inc.
Edward J. Marteka, President Linda Latman (212) 836-9609
Stephen Tan, Chief Financial Officer Caroline Royall (212) 836-9611
Telephone: (630) 285-9191
Fax: (630) 285-9289
