RX MEDICAL SERVICES CORP
8-K, 1998-02-13
MEDICAL LABORATORIES
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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): January 29, 1998



                            Rx MEDICAL SERVICES CORP.
             (Exact name of registrant as specified in its charter)



          NEVADA                          1-10963                87-0436782
          ------                          -------                ----------
(State or other jurisdiction      (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


                  SUITE 210
                  888 EAST LAS OLAS BOULEVARD
                  FORT LAUDERDALE, FLORIDA                           33301
                  ----------------------------------------           -----
                  (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (954) 462-1711
                                                     -------------- 




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ITEM 5.  OTHER EVENTS.

On January 29, 1998, the pending stockholders' lawsuit under the title KRELOFF
AND RICH V. RX MEDICAL SERVICES CORP. AND MICHAEL L. GOLDBERG filed in the
United States District Court for the Southern District of Florida (Case No.
94-6671-CIV-Middlebrooks) was voluntarily dismissed. An Order Approving
Stipulation Of Dismissal And Dismissing Action Without Prejudice was entered by
the presiding Judge and filed with the Clerk of the Court. In consideration for
the voluntary dismissal without prejudice, Registrant agreed to pay plaintiffs'
counsel their out-of-pocket costs incurred in the lawsuit, amounting to
approximately $16,000.00. No release of any claims was given to the defendants
by virtue of this stipulation of dismissal.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits

                  10(u)    Stipulation of Dismissal and Order.




                                   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.


                                                Rx MEDICAL SERVICES CORP.
                                                         (Registrant)




Date: February 12, 1998                         By: /s/ Randolph H. Speer
                                                    ---------------------
                                                        Randolph H. Speer
                                                        President




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<PAGE>   1
                                                                   EXHIBIT 10(u)

                          UNITED STATES DISTRICT COURT
                          SOUTHERN DISTRICT OF FLORIDA

ABRAHAM KRELOFF and
SHEILA RICH,                                [AS CORRECTED VERSION]

         Plaintiffs,

v.                                          CASE NO. 94-6671-CIV-MIDDLEBROOKS

Rx MEDICAL SERVICES CORP.
and MICHAEL L. GOLDBERG,

         Defendants.

- ----------------------------/


                            STIPULATION OF DISMISSAL

         Pursuant to Rule 41(a)(1)(ii) and 41(a)(2) of the Federal Rules of
Civil Procedure, the parties to this action hereby stipulate to the dismissal of
this action without prejudice. In support thereof, the parties stipulate as
follows:

1.  This action was commenced by the filing of a class action complaint on July
    22, 1994.

2.  On November 7, 1994, Defendants filed an Answer and Affirmative Defenses.

3.  On August 11, 1995, the parties filed a Notice of the Settlement of this
    action. A Memorandum of Understanding setting forth the terms of the
    settlement was filed on or about September 6, 1995.

4.  On January 30, 1996, the parties filed a Stipulation of Settlement. The
    Settlement provided for an escrowing of funds to pay costs and the
    administration of the Settlement, and the issuance of warrants to members of
    the Class to purchase common stock of Rx Medical for a period of two years
    commencing August 11, 1996. The Settlement provided



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<PAGE>   2
    that 1,900,000 warrants would be issued with an exercise price of $1.30 per
    share, and would be valid from August 11, 1996 through and including August
    10, 1998. The Settlement Stipulation further provided that if Rx Medical
    common stock rose above $2 per share during the pendency of the Court's
    consideration of the Settlement, the exercise price of the warrants would be
    increased to $1.75 per share.

5.  Pursuant to the foregoing, $50,000 was placed in escrow with the Defendants'
    consent.

6.  The Court never considered or took any action with respect to the
    Stipulation of Settlement. On July 15, 1997, this matter was reassigned to
    the Honorable Donald Middlebrooks.

7.  As of the filing of this Stipulation, Rx Medical common stock has been
    delisted from trading on the AMEX trading system. Accordingly, the
    Settlement terms, by reason of the stock price, the delisting and the
    limited duration on the warrants are no longer practical, and the parties do
    not wish to pursue it. Any Settlement based on stock warrants would
    essentially be worthless.

8.  The parties agree that this action should be voluntarily dismissed without
    prejudice. Defendants have agreed to pay Plaintiffs' counsel their costs
    incurred in this action, including certain costs attributable to valuing the
    warrants for purposes of entry into this Stipulation of Settlement. The
    costs of experts for purposes of evaluating the Settlement were $10,893.87.
    Additional costs which will not exceed $5,000.00 will also be paid to
    Plaintiffs' counsel. Plaintiffs' counsel will receive no fees in this
    action.





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<PAGE>   3

9.  There is no agreement with respect to the Settlement of this action, nor is
    any contemplated. The named Plaintiffs will not receive any consideration or
    benefit of any kind for the dismissal of this action. See DIAZ V. TRUST
    TERRITORY OF THE PACIFIC ISLANDS, 876 F.2d 1401 (9th Cir. 1989). Because no
    notice of this action has been mailed to members of the Class and this
    action has not been certified as a class action, no notice advising of the
    dismissal is contemplated.

10. The rights of absent Class Members to pursue claims against Defendants will
    not be released as a result of the dismissal of this action. The dismissal
    is without prejudice; there is no release of any claims and Class Members
    are free to pursue their claims should they elect to do so. Since this
    action was never certified as a class action, the application of Rule 23 is,
    at best, an open question. See RICE V. FORD MOTOR Co., 88 F.3d 914 (11th
    Cir. 1986).


11. For the foregoing reasons, the parties stipulate that dismissal of this
    action voluntarily and without prejudice pursuant to Rule 41(a)(2)(i) is
    appropriate, and should be approved by this Court.


    Dated: January __, 1998



    BURT & PUCILLO, LLP                     KIPNIS TESCHER LIPPMAN & VALINSKY



    By:  /s/ Michael J. Pucillo             By: /s/ Howard A. Tescher
         ----------------------                 ---------------------
         Michael J. Pucillo                     Howard A. Tescher
         Florida Bar No. 261033                 Florida Bar No. 0509183
         222 Lakeview Avenue                    One Financial Plaza
         Suite 300 East                         Suite 2308
         West Palm Beach, FL 33401              Ft. Lauderdale, FL  33394
         561/835-9400                           954/467-1964
    ATTORNEYS FOR PLAINTIFFS                ATTORNEYS FOR DEFENDANTS




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<PAGE>   4

                             CERTIFICATE OF SERVICE

         I HEREBY CERTIFY that a true and correct copy of the foregoing has been
furnished via U.S. Mail to all counsel on the attached Service List, this 29th
day of January, 1998.

                                               /s/ Michael J. Pucillo
                                               ---------------------------------
                                               Michael J. Pucillo




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<PAGE>   5
CLOSED
CIVIL                        UNITED STATES DISTRICT COURT
CASE                         SOUTHERN DISTRICT OF FLORIDA
                             CASE NO. 94-6671-CIV-MIDDLEBROOKS

ABRAHAM KRELOFF and
SHEILA RICH,


        Plaintiffs,                            FILED by         D.C.
                                                       --------

vs.                                                JAN 29 1998

                                                  CARLOS JUENKE
RX MEDICAL SERVICES CORP.                      CLERK U.S. DIST. CT.
and MICHAEL L. GOLDBERG                        S.D. OF FLA - MIAMI


      Defendants.
- ---------------------------/


              ORDER APPROVING PARTIES' STIPULATION OF DISMISSAL AND
                       DISMISSING ACTION WITHOUT PREJUDICE

         THIS CAUSE came before the Court upon the parties filing a Joint
Stipulation of Dismissal at a status conference held on January 29, 1998. The
Court hereby approves the parties' stipulation of dismissal and the
above-entitled cause of action is hereby DISMISSED WITHOUT PREJUDICE.

         DONE AND ORDERED in Chambers at Miami, Florida, this 29th day of
January, 1998.


                                           /s/ Donald M. Middlebrooks
                                               --------------------------------
                                           DONALD M. MIDDLEBROOKS
                                           UNITED STATES DISTRICT JUDGE

cc:      counsel of record




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