UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 24, 1998
MEDICAL INDUSTRIES OF AMERICA, INC.
(Exact name of registrant as specified in its Charter)
FLORIDA 0-20356 65-0158479
(State of other jurisdiction (Commission file no.) (IRS Employer ID
of incorporation) Number)
1903 S. CONGRESS AVENUE, SUITE 400, BOYNTON BEACH, FLORIDA 33426
(Address of principal executive offices)
Registrant's telephone number, including area code: 561-737-2227
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Item 2. Acquisition and Disposition of Assets
(a) Description of Acquisition
Due to a typographical error, the date of the original 8-K filing was
dated August 6, 1998 but should have been dated August 24, 1998.
On August 24, 1998, the Registrant entered into a merger agreement with
David S. Klein, M.D., P.C. The Registrant will acquire, pursuant to the merger
agreement, 100% of the outstanding stock of David S. Klein, M.D., P.C. for
$3,300,000. One Million Three Hundred Twenty Thousand Dollars ($1,320,000) is
due at closing with the balance of $1,980,000 payable in annual installments
over a three-year period. The purchase price will be paid to the former
shareholder of David S. Klein, M.D., P.C. in the Registrant's restricted common
stock at a value of $1.50 per share. The installment portion of the purchase
price is conditioned upon David S. Klein, M.D., P.C. earning at least $1,100,000
in pre-tax profits in each of the first three years following the closing. If
the earnings threshold is not reached, then the installment payments will be
substantially reduced. The former shareholder has the right to receive up to 45%
of each installment payment in cash.
In addition to the purchase price, the former shareholder has the right to
earn stock options in the Registrant at a rate of 100,000 options per each
$1,000,000 of the consolidated earnings of the Registrant's interventional pain
and sleep business. The options may be exercised at a strike price of $1.50 per
share.
The Registrant also entered into a 3 year employment agreement with David
S. Klein, M.D. at an annual salary of $200,000 plus a profit participation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of the businesses acquired, prepared
pursuant to Rule 3.05 of Regulation S-X will be filed within
60 days in accordance with Item 7(a) 4.
(b) Pro Forma financial information required pursuant to Article
II of Regulation S-X will be filed within 60 days in
accordance with Item 7(a) 4.
(c) Exhibits
Exhibit Number Description
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2 Agreement and Plan of Merger between Medical
Industries of America, Inc., MIOA
Acquisition Company V, Inc., David
S. Klein, M.D.,P.C. and David S.
Klein, M.D.*
2.1 Employment Agreement between David S. Klein,
M.D., P.C. and David S. Klein, M.D.*
*Previously filed as an exhibit to the Company's Form 8-K dated August 6, 1998.
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Date: 10/06/98 MEDICAL INDUSTRIES OF AMERICA, INC.
By: /s/ ARTHUR KOBRIN
Arthur Kobrin
Senior Vice President
of Financial Operations
