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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 15 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 9, 1998
Commission file number: 1-12529
NETMED, INC.
(Exact name of Registrant as specified in its charter)
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OHIO 31-1282391
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
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6189 MEMORIAL DRIVE, DUBLIN, OHIO 43017
(Address of principal executive offices, including zip code)
(614) 793-9356
(Registrant's telephone number, including area code)
ITEM 5.
NETMED, INC. Announces Debenture Holders to Convert to Equity
On September 9, 1998 NetMed, Inc., announced that it had reached agreement with
the holders of its outstanding 6 percent convertible debentures ($1,400,000
principal) to exchange them for a new issue of 6 percent convertible preferred
stock. The debenture holders also agreed to temporarily eliminate all
conversions into and sales of NetMed common stock until the price of NetMed's
common stock exceeds $1.00 per share. Closing of the exchange is subject to
negotiation of a definitive exchange agreement and related documentation, as
well as the filing and effectiveness of a registration statement covering
resales of the conversion shares. It is anticipated that the closing will occur
by the end of September.
"This significant agreement with the holders of our debentures will instantly
improve our balance sheet, significantly increase shareholder equity, and allow
us a clear field to improve the share price of NetMed common stock," stated
David J. Richards, NetMed President and CEO. "The Company will undertake steps
to communicate the value of its technologies to the investment community."
The Company believes that the debenture holders' willingness to convert to
equity is further evidence that the Company can remain in business into the
foreseeable future. The agreement follows the recent announcement of the closing
of a private placement generating $491,000 for the further development of the
Company's oxygen concentrator and the purchase by officers of NetMed common
shares in the open market.
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The preferred stock will be convertible into common shares of the Company at the
same terms as contained in the debenture agreement. As was the case with the
interest on the debentures, dividends are payable in cash or common shares of
the Company at the option of the Company.
NetMed, Inc. is engaged in the business of acquiring, developing and marketing
medical and health-related technologies. The Company, through its OxyNet
subsidiary, is developing a ceramic oxygen concentrator for use in the home
healthcare market, and is pursuing other markets for its ceramic technologies.
The Company's current revenues are currently derived principally from the
marketing of the PAPNET(R) Testing System, an advanced computerized test that
pinpoints and magnifies pre-cancerous cells on conventionally prepared Pap
smears. PAPNET is currently in FDA trials for clearance as a primary screener or
all types of Pap smears in the United States. The Company recently announced
that the PAPNET testing system was been approved as a primary screening device
in Canada. The PAPNET testing system is in use as a primary screening system in
several European countries.
Statements in this release which relate to other than strictly historical facts,
including statements about the Company's plans and strategies, as well as
management's expectations about new and existing products, technologies and
opportunities, market growth, demand for and acceptance of new and existing
products (including the PAPNET(R) Testing System and the OxyNet(R) oxygen
concentration device), are forward-looking statements. The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions identify
forward-looking statements that speak only as of the date hereof. Investors are
cautioned that such statements involve risks and uncertainties that could cause
actual results to differ materially from historical or anticipated results due
to many factors including, but not limited to, the Company's current reliance on
a single product marketed under license from NSI, the corresponding dependence
on NSI's patents and proprietary technology, government regulation, continuing
losses from operations and negative cash flow, limited marketing and sales
history, the impact of third party reimbursement decisions, the challenges of
research and development of new products, and other risks detailed in the
Company's most recent Annual Report on Form 10-K and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements
SIGNATURE
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 herunto duly authorized in Dublin, Ohio on this 10th day of
September, 1998.
By: /s/ David J. Richards
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David J. Richards, President
