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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
Date of Report (Date of earliest event reported) March 10, 1997
ABS Group Inc.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
Delaware 0-19814 87-0462198
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
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2936 Sierra Point Place, Salt Lake City, Utah 84198
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 801-521-8000
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Pursuant to Share Purchase and Sale Agreement dated December 31, 1996,
Registrant acquired (from a New Jersey corporation known as Medical
Technologies, Inc. ("MT") all of the issued and outstanding securities
(100,000,000 shares of common stock) of Future Medical Technologies, Inc.
("FMT"), which was a wholly owned subsidiary of MT. FMT is in the business of
manufacturing and marketing diagnostic products for medical and industrial
applications. In connection with this transaction, Steven Gelman, consultant to
FMT since August 1996, entered into a four-year employment agreement with FMT as
its President, signed a Non-Disclosure Agreement under which he must hold in
confidence FMT's proprietary information and entered into a covenant not to
compete for a two-year period commencing upon the termination of his employment.
As consideration regarding this transaction, Registrant issued two
ninety-day, 6% interest, promissory notes in the sums of $44,000 and $31,563.80
and also assumed the remaining payments of a four-year, 7% interest, $250,000
promissory note with a balance of $225,000 at December 31, 1996. Subsequent to
closing Registrant paid in full (to MT) the above referenced $44,000 and the
$31,563.80 promissory notes.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.
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A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
(a) 10,000 shares of $.0001 par value common stock sold at $2.50 per
share and (b) 10,000 shares of $.0001 par value common stock sold at
$2.50 per share - with net funds of $39,859 received by Registrant on
March 10, 1997.
B. NAME OF THE PLACEMENT AGENT(S) IS - Rolcan Finance Ltd. - London
C. CONSIDERATION RECEIVED - Total aggregate consideration paid was $50,000
($2.50 per share) less placement agent fees of $10,000, escrow fees of
$125 and bank charges of $16.
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act.
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II
A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
(a) 3,672 shares of $.0001 par value common stock sold at $2.50 per
share with net funds of $9,180, (b) 400 shares of $.0001 par value
common stock sold at $2.50 per share with net funds of $987.50, (c)
2,223 shares of $.0001 par value common stock sold at $2.50 per share
with net funds of $5,542.50 and (d) 8,129 shares of $.0001 par value
common stock sold at $2.00 per share with net funds of $15,926.71.
Registrant received on (i) March 3, 1997 an aggregate of $12,511.00
after deductions totaling $3,226.50 representing placement agent fee,
escrow fee and/or related costs and expenses and (ii) further received,
on March 25, 1997 the sum of $15,926.71 (with respect to the
transaction designated (d) hereof) after deductions totaling $331.29
representing placement agent fee, escrow fee and/or related costs and
expenses.
B. NAME OF THE PLACEMENT AGENT(S) IS - Berkshire International Finance,
Inc.
C. CONSIDERATION RECEIVED - Total aggregate consideration paid was
$15,737.50 ($2.50 per share) with respect to transactions designated
(a) through (c) in II A hereof and $16,258 with respect to transaction
designated (d) in II A hereof.
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act.
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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.
ABS GROUP INC.
By /s/ Emanuel A. Floor
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Emanuel A. Floor, President
Date: March 25, 1997
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