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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 14, 2000
Commission File Number 0-19606
AMERICAN BIOMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0136574
(State of other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
10077 GROGAN'S MILL ROAD, SUITE 100, THE WOODLANDS, TEXAS 77380
(Address of principal executive office) (Zip Code)
(281) 367-3895
(Registrant's telephone number including area code)
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Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On March 14, 2000 the Board of Directors appointed Justine B. Corday
as Chairman and Interim Chief Executive Officer and Marshall Kerr as President
and Chief Operating Officer, replacing Steven B. Rash.
Previously, David C. Arnold had resigned as director of the Company citing
personal commitments and time restraints as his reason for resigning. The
Company's controller, Colene Blankinship, resigned to pursue other
opportunities, but will remain as Corporate Secretary. Their resignations were
not caused by any disagreement involving company policies and operations.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Exhibits
16.1 Press release regarding Management Changes
16.2 Resignation letter - David C. Arnold
16.3 Resignation letter - Colene Blankinship
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 hereunto duly authorized.
American BioMed, Inc.
Date: March 20, 2000 By: /s/ Justine B. Corday
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Name: Justine B. Corday
Title: Chairman of the Board and
Interim Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. Name of Item
- ------------ ----------------
16.1 Press release regarding Management Changes
16.2 Resignation letter - David C. Arnold
16.3 Resignation letter - Colene Blankinship
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EXHIBIT 16.1
AMERICAN BIOMED ANNOUNCES MANAGEMENT CHANGES
March 17, 2000 09:20 AM
THE WOODLANDS, Texas--(BW HealthWire)--March 17, 2000--American BioMed, Inc.
today announced that it has appointed Justine B. Corday as Chairman and Interim
Chief Executive Officer and Marshall Kerr as President and Chief Operating
Officer, replacing Steven B. Rash. Previously, David C. Arnold resigned as
Director for personal reasons, and the Company's Controller, Colene S.
Blankenship, resigned to pursue other opportunities, but will remain as
Corporate Secretary.
Mr. Kerr initiated his association with the Company in October 1997, became Vice
President, Sales and Marketing in December 1997, and was elected to the Board of
Directors in December 1999. A seasoned medical device company manager, he
previously was an officer of U.S. Medical Instruments, ICU Medical, and
Professional Hospital Supply, spearheading sales, distribution and production-
related functions.
Ms. Corday was elected to American BioMed's Board of Directors in December 1999.
With over 15 years health services and medical technology executive experience,
she has been an officer of publicly-traded companies listed on major exchanges,
as Chief Operating Officer of Maxum Health Corp., President of Heritage Health
Corp., and Vice President of Comprehensive Care Corporation. Additionally, she
has served as Chief Executive or Chief Operating Officer in start-up,
transitional, and turnaround ventures.
Ms. Corday commented, "our priorities are to stabilize our capitalization and
increase production, to accelerate domestic commercialization of our products,
and to fulfill international demand."
Mr. Kerr added, "Our portfolio of patented products has significant value. Our
dedication is to timely, effective measures for converting our intellectual
property into earning assets, allowing American BioMed to move from its
longstanding developmental stage to an operating company."
American BioMed, Inc. develops, manufactures and markets devices for minimally-
invasive interventional cardiology and other surgical procedures.
This release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. While
based on assumptions the Company believes are reasonable, actual results could
differ materially based on changes in these or unforeseen factors, and the
Company assumes no obligation to publicly update or revise any forward looking
statements herein. Among such uncertainties are government regulation; results
of research, development, and clinical testing; general economic and other
market conditions; pricing and reimbursement for medical care; and market
competition. Please see the Company's Securities and Exchange Commission filings
for detailed discussion of such risk factors.
CONTACT: American BioMed Justine B. Corday (281) 367-3895
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EXHIBIT 16.2
David Arnold
22012 OAK GROVE
MISSION VIEJO, CA 92692
Telephone: (949) 458-3985
Facsimile: (949) 458-8246
E-mail [email protected]
February 29, 2000
The Board of Directors
American BioMed
10077 Grogan's Mill Road
Suite 100
The Woodlands, TX 77380
Via email, Fax and U.S. Mail
To the Board,
Due to mounting personal commitments and time constraints, I hereby resign from
my position as a Board member of American Biomed, Inc. and from all committees
thereof. This will be effective at close of business today.
I appreciate the opportunity to work with each of you and wish you and the
company all the best going forward.
Sincerely,
/s/ David C. Arnold
David C. Arnold
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EXHIBIT 16.3
Colene Blankinship
5927 Sean Court
Humble, TX 77346
March 1, 2000
Mr. Steven B. Rash
President & CEO
American BioMed, Inc.
PO Box 8429
The Woodlands, TX 77387-8429
Dear Steve:
I have enjoyed my tenure with American BioMed, Inc. and working with you through
the many challenges and opportunities that were presented. My decision to
resign was not an easy one. Effective March 16, 2000 I am resigning my full-
time position with the Company as controller and chief accounting officer and
will continue my duties part-time until after the Company's Form 10-K filing is
complete, which I anticipate to be on or before March 30, 2000. I will also
assist with the filing of the Form S-1.
I will continue my duties as Secretary/Treasurer of the Company until such time
as the Board of Directors elects a replacement.
I wish you and the Company the best in the coming months.
Sincerely,
/s/ Colene Blankinship
Colene Blankinship
