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)
July 21, 1997
AMERICAN WHITE CROSS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20240 06-1342417
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
15200 I-45 North
Houston, Texas 77090
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 800-255-9532
Total number of sequentially numbered pages in this filing, including exhibits
hereto: 6.
Exhibit Index is on page 4.
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Item 5. Other Events.
The registrant has signed a definitive agreement for the sale of
substantially all of its first aid business to, and the assumption of certain
liabilities by, NutraMax Products, Inc. The first aid business consists of
adhesive bandages, medical tapes, sterile bandages, operating room sponges,
esmark bandages and other first aid related products.
The primary terms of the transaction include purchase consideration of
$40,000,000, subject to adjustment based upon inventory and accounts receivable
values and the amount of assumed liabilities. Of this amount, $35,000,000 is
anticipated to be paid at the closing and approximately $5,000,000 will be
deposited in escrow.
The registrant no longer trades on the Nasdaq Stock Market. Previously, the
shares were traded on the Nasdaq SmallCap Market under the symbol AWCIQ. The
delisting was the result of the Company's failure to meet certain listing
requirements of the Nasdaq SmallCap Market.
A copy of each of the press releases issued by AWC on July 21, 1997 and
July 22, 1997 relating to the foregoing is attached hereto as Exhibits 99.1 and
99.2 and each is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits.
Exhibit No. Description
99.1 Press release dated July 21, 1997
99.2 Press release dated July 22, 1997
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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.
AMERICAN WHITE CROSS, INC.
Dated: July 22, 1997 By: /s/Scott Vertrees
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Scott Vertrees
Vice Chairman, Chief Financial Officer
and Executive Vice President
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EXHIBIT INDEX
Number Description Page
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99.1 Press release dated July 21, 1997 5
99.2 Press release dated July 22, 1997 6
Exhibit 99.1
AMERICAN WHITE CROSS, INC. ANNOUNCES DIVESTITURE
DAYVILLE, CT., July 21, 1997 -- American White Cross, Inc. - DIP (AWCIQ)
today announced that it has signed a definitive agreement for the sale of
substantially all of its first aid business to, and the assumption of certain
liabilities by, NutraMax Products, Inc. (NutraMax). The first aid business
consists of adhesive bandages, medical tapes, sterile bandages, operating room
sponges, esmark bandages and other first aid related products.
The primary terms of the transaction include purchase consideration of
$40,000,000, subject to adjustment based upon inventory and accounts receivable
values and the amount of assumed liabilities. Of this amount, $35,000,000 is
anticipated to be paid at the closing and approximately $5,000,000 will be
deposited in escrow. The closing of the transaction is subject, among other
things, to Bankruptcy Court approval and certain other customary conditions, and
is expected to be completed in approximately eight weeks.
The Company anticipates that the net proceeds received will be distributed
to Company creditors and shareholders according to the Company's proposed plan
of reorganization.
Exhibit 99.2
AMERICAN WHITE CROSS, INC. NO LONGER
TRADING ON THE NASDAQ STOCK MARKET
DAYVILLE, CT., July 22, 1997 -- American White Cross, Inc. (AWCIQ) reported
today that its shares are no longer trading on the Nasdaq Stock Market.
Previously, the shares were traded on the Nasdaq SmallCap Market under the
symbol AWCIQ. The delisting was the result of the Company's failure to meet
certain listing requirements of the Nasdaq SmallCap Market.
The Company manufactures and markets a wide variety of health and personal
care products including adhesive bandages, medical tapes, sterile bandages,
operating room sponges, esmark bandages and other first aid related products. On
July 21, 1997, the Company announced that it has signed a definitive agreement
for the sale of substantially all of its first aid business to NutraMax
Products, Inc.
