UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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8-K
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): September 11, 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 5. OTHER EVENTS
On September 11, 1998, Medical Industries of America, Inc. (the
"Registrant") terminated the merger agreement with Atlanta-based Physician
Health Corporation in accordance with the termination provisions of the
Definitive Merger Agreement dated August 3, 1998.
A copy of a press release issued by the Registrant on September 16, 1998
is attached hereto and incorporated herein by reference.
ITEM 7. EXHIBITS
1. Press Release
Date: 9-22-98 MEDICAL INDUSTRIES OF AMERICA, INC.
By: /s/ ARTHUR KOBRIN
Arthur Kobrin
Chief Financial Officer
EXHIBIT 1
PRESS RELEASE
MEDICAL INDUSTRIES OF AMERICA TERMINATES MERGER
AGREEMENT WITH PHYSICIAN HEALTH CORPORATION &
SIGNS LETTER OF INTENT TO ACQUIRE SANTERA REHABILITATION
BOYNTON BEACH, FL - (BUSINESSWIRE) - SEPTEMBER 16, 1998 - Medical Industries of
America, Inc. (NASDAQ:MIOA) announced today that it has terminated the merger
agreement with Atlanta-based Physician Health Corporation (PHC) in accordance
with the termination provisions of the Definitive Merger Agreement dated August
3, 1998. MIOA determined that consummating a merger with PHC at this time is not
in the best interests of the Company and its shareholders.
Michael Morrell, Chairman and CEO of Medical Industries, stated, "We have spent
a great deal of time with PHC in formulating this merger. However, the
management of MIOA believes that it is in our interest at the present time to
move forward separately, yet work on developing a joint venture relationship.
MIOA intends to offer pain, sleep, rehabilitation, cardiac cath labs and air
ambulance services to PHC and further assist them in the growth of their
ancillary and physician practices."
Continuing, Morrell said, " We remain clearly focused in our intent to expand
our ancillary services and to make intelligent acquisitions which are profitable
and accretive to Medical Industries. As such, I am pleased to announce that we
have identified Santera Rehabilitation as the next accretive acquisition for the
Company."
The Company has entered into a formal Letter of Intent to acquire 100% of the
outstanding common stock in Santera Rehabilitation, Inc., Santera, Inc. and the
Kirby Group (collectively known as "Santera") all associated, privately-held
companies. Santera conducts its business primarily through contracts with
hospitals and assisted living facilities in Virginia, West Virginia, Georgia,
Kentucky and Ohio. For the year ended December 31, 1997, Santera realized
revenue in excess of $7 million with earnings of $1.7 million. The terms of the
acquisition provide for Medical Industries to pay a total purchase price of
$7,740,000, payable in 19% cash and 81% in restricted shares of MIOA common
stock as follows: 50% at closing of the acquisition, and 50% over a three (3)
year period. The installment payout is conditioned upon Santera realizing at
least $1.9 million of pre-tax profits in each of the three (3) years. The
selling shareholders of Santera are also entitled to receive a 20% earn-up for
the first four (4) years following the closing of the transaction.
Concluding, Morrell added, "The acquisition of Santera further emphasizes
Medical Industries' commitment to take advantage of all accretive and
synergistic opportunities which present themselves to us. We fully expect to
consistently report on-going profitability and without ever compromising our
long term plan to emerge as a leader in the medical ancillary service industry.
The Company expects to file a proxy statement with the SEC in connection with
the Company's Annual Shareholder Meeting scheduled for late Fall."
-CONTINUED-
<PAGE>
MEDICAL INDUSTRIES OF AMERICA TERMINATES MERGER
AGREEMENT WITH PHYSICIAN HEALTH CORPORATION AND
SIGNS LETTER OF INTENT TO ACQUIRE SANTERA REHABILITATION
SEPTEMBER 16, 1998
PAGE 2
Medical Industries of America, Inc. operates medical ancillary services
businesses and is expanding the delivery of diversified medical technologies,
products and services. The Company provides diagnostic and therapeutic
healthcare services to the surgical and medical community through its mobile
cardiac catheterization services to hospitals, pain rehabilitation and sleep
centers. The Company owns and operates an international air ambulance service
and a pharmaceutical distribution business.
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 risks 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
MEDICAL INDUSTRIES OF AMERICA, INC. CONTINENTAL CAPITAL & EQUITY CORPORATION
LINDA MOORE 561-737-2227 DODI ZIRKLE 407-682-2001
[email protected]
