MED WASTE INC
8-K, 1999-06-03
HAZARDOUS WASTE MANAGEMENT
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    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) June 3, 1999



                                MED/WASTE, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                 <C>                         <C>
              DELAWARE                                     0-22294                         65-0297759
- ------------------------------------------------    ----------------------      -----------------------------------
 (State or other jurisdiction of incorporation)      (Commission File No.)       (IRS Employer Identification No.)
</TABLE>



         6175 N. W. 153rd Street, Suite 324, Miami Lakes, Florida 33014
        ----------------------------------------------------------------
              (Address of principal executive office and Zip Code)



   Registrant's telephone number, including area code:     (305) 819-8877
                                                      --------------------------



                                 NOT APPLICABLE
        ---------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>   2

Item 5.  Other Events

         Med/waste, inc. is filing this Current Report on Form 8-K to make
generally available certain information regarding the Registrant.

         On June 3, 1999, the Registrant announced that it will be further
delayed in filing its form 10-KSB for the year ended December 31, 1998, will be
required to restate its financial results for each of the three quarters in
1998 and that it has expanded its investigation of its financial statements to
prior years. A copy of the press release announcing those results is set forth
in Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.


                                     - 2 -

<PAGE>   3

 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits

         99.1 Press Release issued by the Registrant on June 3, 1999


                                     - 3 -
<PAGE>   4

                                   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.

                                           MED/WASTE, INC., Delaware corporation




DATE:       June 3, 1999                   By:    /s/ Carlos Campos
     ------------------------------           ---------------------------------
                                                     CARLOS CAMPOS
                                                    Executive Vice President/
                                                  Acting Chief Executive Officer


                                     - 4 -
<PAGE>   5


                                 EXHIBIT INDEX

           99.1 Press Release issued by the Registrant on June 3, 1999


                                     - 5 -

<PAGE>   1
COMPANY CONTACT:                            FINANCIAL COMMUNICATIONS CONTACT:
Med/Waste, Inc.                             Lippert/Heilshorn & Associates, Inc.
Carlos Campos, Acting CEO                   Lisa D. Lettieri, VP
Tel: 305-819-8877                           Tel: 212-838-3777
[email protected]                        WWW.LHAI.COM or [email protected]


       MED/WASTE ANNOUNCES FURTHER DELAY IN FILING 10-KSB FOR FISCAL 1998
                    AND 10-QSB FOR FIRST FISCAL QUARTER 1999

     INDEPENDENT COUNSEL TO EXPAND EVALUATION OF PRIOR ACCOUNTING PRACTICES

                INVESTIGATION SHOULD NOT AFFECT EXISTING BUSINESS

MIAMI LAKES, FL - MED/WASTE, INC. (NASDAQ: MWDSE) today announced that there
will be a further delay in the filing of its Form 10-KSB for the fiscal year
ended December 31, 1998 with the Securities and Exchange Commission. The Company
expects to report a loss for 1998 of $9.3 million and will restate the results
for each of the prior three quarters in 1998.

The Company engaged independent counsel to conduct an investigation of the 1998
financial reporting practices. The independent investigation recently completed,
raised certain issues possibly related to the Company's 1997 audited financial
statements and unaudited quarterly reports. As a result, the Company has
expanded its independent investigation to the fiscal years 1997 and 1996 to
determine if those reports will also have to be restated.

George Mas, who joined the Company in January of 1999 as Vice President of
Finance and CFO, stated that, "The final 1998 results will not be available
until the completion of the expanded investigation. We do not know at this time
when the expanded investigation will be completed and when the Form 10-KSB for
fiscal 1998 would be filed."

Carlos Campos, who also joined the Company in January 1999 and has been at the
helm since being named acting CEO in March 1999, said, "We are confident our
core business will not be affected by the results of prior periods. Management
is committed to completing the audit process and resolving any questions related
to financial statements for prior periods."

In a joint statement Campos and Mas also said, "Med/Waste's aggressive
reorganization plan continues on track. The elimination of substantial expenses
and the integration of prior acquisitions are expected to return the Company to
profitability in 1999. Although the results of operations for the first quarter
of 1999 cannot be released at this time due to the ongoing investigation, we
expect the loss for the first quarter to be significantly reduced from the loss
in the fourth quarter of 1998."

Med/Waste, Inc. provides medical waste management services to more than 20,000
healthcare facilities for customers throughout the Eastern United Sates. Such
services include collection, treatment through incineration or autoclaving, and
disposal, as well as reusable sharps containers for medical and special waste.


<PAGE>   2

The statements in this press release that are not historical facts and
constitute "forward-looking statements" that involve risks, uncertainties and
other facts which may cause actual results to be materially different from those
set forth in the forward-looking statements. Such factors include but are not
limited to the following: general economic and business conditions; competition;
the ability to implement and the effectiveness of business strategy and
development plans; quality of management; business abilities and judgement of
personnel; availability of qualified personnel; labor and employee benefit costs
and availability and cost of raw materials and supplies. Med/Waste, Inc. will
not undertake and specifically declines any obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated and unanticipated events.

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