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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): July 26, 1996
FUTURE MEDICAL TECHNOLOGIES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-43537 56-1668867
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 201
Wayne, PA. 19087
(Address of Principal Executive Offices)
Registrant's telephone number: (610) 975-9533
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Since the Company's Future Medical Technologies, Inc. ("FMT")
subsidiary requires substantial funds for research and development
from investment at this time in order to fully develop its business,
the Registrant entered into a Letter of Intent with Medical
Technologies, Inc. ("MTI") for the disposition of FMT on July 26,
1996. On August 20, 1996, the transaction was finalized, subject to
shareholder approval. The Board of Directors of the Registrant has
decided that because of its limited cash resources, that the
Registrant would be better served to spend its resources on its other
divisions. Accordingly, the Registrant desires to sell its 100%
interest in FMT in order to avoid having to put further investment
funds in FMT and to stop the substantial reduction of earnings in the
consolidated financials that is adversely affecting the Registrant
($110,000 FMT loss in second quarter, 1996 alone).
A new corporation, MTI, has put together an investment group including
John Figliolini a shareholder of the Registrant that is willing to
invest $500,000 in MTI that will purchase 100% of the stock of FMT
from the Registrant thereby allowing FMT to continue as a separate
operating entity with at least sufficient working capital to provide
R&D and operating expenses to further exploit FMT technologies.
The Board of Directors of the Registrant has voted to accept this
proposal of sale subject to receipt of a "Fairness Opinion" prepared
by a NASD broker in good standing, and subject to a Shareholder vote
of the Registrant, as soon as practical. The Board has received such
a "Fairness Opinion" from the Shamrock Partners Ltd. in Media, PA
which can be viewed at the Registrant's offices (which is primarily
based on the information above). The sales price is $250,000, $25,000
down and the balance over the next four years with interest at the
rate of 7% per annum.
Additional consideration would be a license fee on all gross revenues
(less returns) earned by the Buyer's corporation and FMT derived from
any sale of the "Dehydrated Media Paddle", "Qualture", "Salmonella"
(net gross revenues) (XLT4 Media as licensed from the University of
Maryland) all as described in the Form 10-KSB for year ended December
31, 1995, as well as any modifications of same (the "FMT technology"):
5% for the first and second years; 2 1/2% for the third, fourth and
fifth years. All such license payments will cease at the end of the
fifth year.
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In addition, Joseph Hippensteel and Deanne VanLeeuwen, officers of FMT
agreed to donate back to the Registrant one half of their 570,000 and
380,000 stock options (expiring March 22, 2000 at the exercise price
of $2.875 per share), respectively. Pending Shareholder approval, the
Buyer is operating FMT as of August 20, 1996 with the appropriate
adjustments to be made in the event Shareholder approval is not
obtained, including reasonable actual reimbursement (capped at
$50,000) and a penalty of an additional $50,000 if shareholder
approval is not obtained. The financial results of this transaction
would result in a one time non-recurring loss of approximately
$275,000 in the third quarter.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On July 26, 1996, Joseph Hippensteel resigned as a Director of the
Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Letter of Intent between Medical Technologies, Inc. and
the Registrant dated July 26, 1996.
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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.
FUTURE MEDICAL TECHNOLOGIES
INTERNATIONAL, INC.
BY:/s/Bruce LaMont
------------------------------
Bruce LaMont, President
FMTI\072696.8-K
AGREEMENT
This Agreement is being made this 26th day of July, 1996 by and between
FUTURE MEDICAL TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation, whose
main address One Glenhardie Corporate Center, Suite 201, 1275 Drummers Lane,
Wayne, Pennsylvania 19087 (hereinafter referred to as "FMTI"); and MEDICAL
TECHNOLOGIES, INC., a New Jersey corporation whose main address is 551
Fifth Avenue, Suite 605, New York, NY 10017 (hereinafter referred to as "MTI").
W I T N E S S E T H :
WHEREAS, Future Medical Technologies, Inc. ("FMT") is a wholly owned
subsidiary of FMTI whose stock is owned 100% by FMTI;
WHEREAS, FMT requires substantial funds for research and development from
investment at this time in order to fully develop its business;
WHEREAS, the Board of Directors of FMTI has decided that because of its
limited cash resources, that FMTI would be better served to spend its resources
on its other divisions. Accordingly, FMTI desires to sell its 100% interest in
FMT in order to avoid having to put further investment funds in FMT and to stop
the substantial reduction of earnings in the consolidated financials that is
adversely affecting FMTI ($110,000 FMT loss in second quarter, 1996 alone);
WHEREAS, MTI has put together an investment group including John Figliolini
a substantial shareholder of FMTI that is willing to invest $500,000 in MTI that
will purchase 100% of the stock of FMT from FMTI thereby allowing FMT to
continue as an operating entity with at least sufficient working capital to
provide R&D and operating expenses to further exploit FMT technologies;
WHEREAS, the Board of Directors of FMTI has voted to accept this proposal
of sale subject to receipt of a "Fairness Opinion" prepared by a NASD broker in
good standing, and subject to a Shareholder vote of FMTI, as soon as practical;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. FMTI hereby agrees to sell, and MTI hereby agrees to purchase 100% of
the stock of FMT for the purchase price of $250,000 payable as follows:
A. $25,000 payable at the time of Shareholder approval.
B. Interest of $6,563 (7% per annum) payable on or before December
31, 1996;
C. An aggregate principal payment of $25,000 for the year 1997,
payable in principal and interest payments due on the first day of each quarter.
D. An aggregate principal payment of $50,000 for the year 1998,
payable in principal and interest payments due on the first day of each quarter.
E. An aggregate principal payment of $50,000 for the year 1999,
payable in principal and interest payments due on the first day of each quarter.
F. An aggregate principal payment of $100,000 for the year 2000,
payable in principal and interest payments due on the first day of each quarter.
The above payments less the initial down payment of $25,000 will be set
forth in a Promissory Note from the Buyer without collateral or personal
guarantees, but with the express condition that the sum of $500,000 or more be
invested in the Buyer's corporation (MTI) prior to December 31, 1996.
2. As additional consideration for this sale, Buyers hereby agree to
grant FMTI the following license fees on all gross revenues (less returns)
earned by the Buyer's corporation and FMT derived from any sale of the
"Dehydrated Media Paddle", "Qualture", "Salmonella" (net gross revenues) (XLT4
Media as licensed from the University of Maryland) all as described in the Form
10-KSB for year ended December 31, 1995, as well as any modifications of same
(the "FMT technology"):
A. 5% for the first and second years
B. 2 1/2% for the third, fourth and fifth years.
All such license payments will cease at the end of the fifth year.
In addition, Joseph Hippensteel and Deanne VanLeeuwen, officers of FMT
hereby agree to donate back to FMTI one half of their 570,000 and 380,000 stock
options (expiring March 22, 2000 at the exercise price of $2.875 per share),
respectively.
3. At Closing, a stock certificate representing 100% of FMTI's interest in
FMT shall be delivered to Buyer with a fully executed Stock Power on the day of
Shareholder approval simultaneously with the delivery of the required down
payment of $25,000 from Buyer.
4. The parties hereby agree that the balance sheet as of July 31, 1996 of
FMT shall be the Acquisition Balance sheet, except that the intercompany loan of
FMTI to FMT shall be cancelled by FMTI because of the consideration herein.
5. Pending Shareholder approval, the Buyer may operate FMT commencing
August 1, 1996 with the appropriate adjustments to be made in the event
Shareholder approval is not obtained, including reasonable actual reimbursement
(capped at $50,000) and a penalty of an additional $50,000 if shareholder
approval is not obtained.
IN WITNESS WHEREOF, the parties hereto have hereby executed this Letter of
Intent.
FUTURE MEDICAL TECHNOLOGIES MEDICAL TECHNOLOGIES, INC.
INTERNATIONAL, INC.
By: /s/Bruce LaMont By: /s/John Figliolini
____________________________ _____________________________
Bruce LaMont, President John Figliolini, President
and Chief Executive Officer
fmti\fmtsale.loi
