MEDICAL INDUSTRIES OF AMERICA INC
8-K, 1998-04-29
MEDICAL LABORATORIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   -------------------------------------------

                                       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):  April 28, 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
<PAGE>
ITEM 5.  OTHER EVENTS

On April 21, 1998 Medical Industries of America, Inc. (the "Registrant") entered
into a letter of intent with Physicians Health Corporation ("PHC") describing a
proposed merger of PHC with and into the Registrant that if consummated would
result in a change of control of the Registrant.

PHC is a privately-held physician management company focusing on the integration
of practice management, ancillary health care services, network development and
administration, and payor contracting.

The letter of intent anticipates negotiation of an Agreement and Plan of Merger
following a due diligence review by both parties and consummation of the
proposed merger contingent on approval by the shareholders of both companies.

A copy of a Press Release issued by the Registrant on April 21, 1998 is attached
hereto as an exhibit.

ITEM 7.  EXHIBITS

1.    Press Release



Date:  4-28-98                      MEDICAL INDUSTRIES OF AMERICA, INC.

                                    By: /s/ ARTHUR KOBRIN
                                        Arthur Kobrin
                                        Chief Financial Officer

                                                                      EXHIBIT 1.

                                                                   PRESS RELEASE


      MEDICAL INDUSTRIES OF AMERICA SIGNS LETTER OF INTENT TO MERGE
          WITH $100 MILLION PHYSICIAN ANCILLARY SERVICES COMPANY

BOYNTON BEACH, FL - (BUSINESSWIRE) - APRIL 21, 1998 - Medical Industries of
America, Inc. (NASDAQ: MIOA) announced today that it entered into a formal
Letter of Intent to merge with Atlanta-based Physician Health Corporation (PHC),
a privately-held, fully-integrated, physician ancillary services company which
partners with over 170 physicians, manages networks composed of over 4000
physicians in PHC's key markets, and operates medical ancillary companies in
partnership with physicians. The terms and conditions of the merger provided for
Medical Industries to issue sufficient common shares to PHC to give it an
approximately 70% controlling interest in the combined corporate entity. PHC's
Chief Executive Officer Sara C. Garvin will be appointed CEO of the Company and
Tom M. Rodgers, Chief Financial Officer of PHC, will be appointed as CFO.
Medical Industries' Chairman and Chief Executive Officer Michael F. Morrell and
President and Chief Operating Officer Paul Pershes will remain on the Company's
Board of Directors and will maintain executive roles within the Company. The
Company will likely pursue a listing on the Nasdaq National Market System
following the merger. The definitive agreement for the merger is expected to be
signed in May 1998, and is subject to the approval of Medical Industries'
shareholders, as well as the shareholders of PHC.

Mr. Morrell stated, "Today marks an important turning point in the history of
Medical Industries of America. Through this strategic merger with Physician
Health Corporation, Medical Industries will gain immediate access to PHC's
physician base and network affiliations, significantly increase utilization of
our diversified medical ancillary services, access new geographic markets and
enjoy enhanced growth opportunities. With revenue projections anticipated to
exceed $100 million in 1998 without factoring in additional revenue contribution
from Medical Industries, Physician Health Corporation has the necessary
foundation on which to grow its ancillary services."

Ms. Garvin added, "This merger represents another step in our expansion program
of medical ancillary services -- a program which the Medical Industries'
management team will join with PHC to fully implement the development of these
ancillaries."

Physician Health Corporation, with its physician partners located primarily in
Orlando, Florida; Cincinnati, Ohio, Arlington, Texas; Atlanta, Georgia and St.
Louis, Missouri, owns and manages a bone marrow transplant center, out-patient
surgery centers, oncology and cardio-vascular centers, a sleep lab, and is in
the process of developing other ancillaries including birthing centers. The
Company intends to continue growing its medical services business through
strategic partnerships with physicians as well as with physician ancillary
service groups.

Medical Industries of America operates medical ancillary services businesses,
multi-specialty medical group practices, and is rapidly expanding in the areas
of physician practice management and in the delivery of diversified medical
technologies, products and services. The Company also provides diagnostic and
therapeutic healthcare services to the surgical and medical community through
its mobile cardiac catheterization services to hospitals and physician practices
primarily in the State of Florida, as well as air ambulance services, pain
rehabilitation and sleep centers, and comprehensive pharmaceutical and high tech
infusion services.
<PAGE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS
RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS AND
UNCERTAINTIES INCLUDING BUT NOT LIMITED TO RISK ASSOCIATED WITH THE UNCERTAINTY
OF FUTURE FINANCIAL RESULTS, ADDITIONAL FINANCING REQUIREMENTS, DEVELOPMENT OF
NEW PRODUCTS, REGULATORY APPROVAL PROCESSES, THE IMPACT OF COMPETITIVE PRODUCTS
OR PRICING, TECHNOLOGICAL CHANGES, THE EFFECT OF ECONOMIC CONDITIONS AND OTHER
UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                 FOR FURTHER INFORMATION, PLEASE CONTACT

      Linda Moore, Medical Industries of America, Inc., 561-737-2227
   Dodi Zirkle, Continental Capital & Equity Corporation, 407-682-2001


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