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UNITED STATES
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
Report (Date of earliest event reported) May 24, 2000
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COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 333-89439 65-035816
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
32 Nassau St. (2nd Fl) Princeton, NJ 08542
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 609-924-1001
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F/K/A AMERICAN RISK MANAGEMENT GROUP, INC.
Former address: 4700 Ashwood Drive, Ste 300, Cincinnati, OH 45241
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(Former name or former address, if changed since last report.)
GENERAL INSTRUCTIONS
RULE AS TO USE OF FORM 8-K.
Form 8-K shall be used for current reports under Section 13 or 15(d) of the
Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11.
EVENTS TO BE REPORTED AND TIME FOR FILING OF REPORTS.
A report on this form is required to be filed upon the occurrence of any one or
more of the events specified in Items 1-4 and 6 of this form. A report of an
event specified in Items 1-3 is to be filed within 15 calendar days after the
occurrence of the event. A report of an event specified in Item 4 or 6 is to be
filed within 5 business days after the occurrence of the event; if the event
occurs on a Saturday, Sunday, or holiday on which the Commission is not open for
business then the 5 business day period shall begin to run on and include the
first business day thereafter. A report on this form pursuant to Item 8 is
required to be filed within 15 calendar days after the date on which the
registrant makes the determination to use a fiscal year end different from that
used in its most recent filing with the Commission.
Since a report on this form pursuant to Item 5 is optional, there is
correspondingly no mandatory time for filing. Registrants are encouraged,
however, to file promptly after the occurrence of any event therein reported.
If substantially the same information as that required by this form has been
previously reported by the registrant, an additional report of the information
on this form need not be made. The term "previously reported" is defined in Rule
12b-2 (17 CFR 240.12b-2).
When considering current reporting on this form, particularly of other events of
material importance pursuant to Item 5, registrants should have due regard for
the accuracy, completeness and currency of the information in registration
statements filed under the Securities Act of 1933 which incorporate by reference
information in reports filed pursuant to the Securities Exchange Act of 1934,
including reports on this form.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Prior to the 1 for 25 reverse split of the Company's common stock which
was effective on July 13, 2000 ("Reverse Split")(see "Reverse Split of Company
Common Stock" below), there were 6,700,168 shares of the Company's common stock
issued and outstanding. Of this amount, 5,000,000 shares of common stock,
approximately 74.6%, were beneficially owned, directly or indirectly, by Ronald
Wilheim, the Company's CEO, and Steven Rosedale, a director. Upon completion of
the Reverse Split, there were approximately 268,007 shares of common stock
issued and outstanding, allowing for the rounding up of fractional shares,
200,000 shares of which Mr. Wilheim and Mr. Rosedale owned beneficially.
A change in control of the Company has occurred since Ronald Wilheim
and Steven Rosedale no longer beneficially own or have investment power over
74.6% of the voting securities of the Company. As of the date of this report
(and after the Reverse Split), through the sale of securities issued in
connection with acquisitions and other transactions (see Items 2 and 5 below),
the Company has an aggregate of 12,477,305 shares of voting securities issued
and outstanding. Of this amount, there are 6,627,305 issued and outstanding
shares of common stock, and 5,850,000 issued and outstanding shares of Preferred
Stock, as defined below. The sale and issuances of securities by the Company
occurred in connection with the following transactions.
As of July 17, 2000, the Company agreed to sell 5,000,000 shares of its
common stock, with full voting rights, in a private placement exempt from
registration under Regulation D, promulgated under the Securities Act of 1933,
as amended, to 15 accredited investors (see Item 5 "Recent Sales and Issuances
of Unregistered Securities" below) at an aggregate offering price of $4,150,000,
or $.83 per share. All but 2 investors have closed the stock purchase
transaction with the Company and no single investor which purchased stock holds
more than 3.4% of all voting securities of the Company. The remaining 2
investors have each contracted to purchase 1,148,625 shares of common stock,
each for an aggregate purchase price of $1,000,004, but have not closed their
transactions with the Company. Based on information provided to the Company,
the source of the funds used by the private placement investors were
investment funds.
As part of the Agreement and Plan of Reorganization with The
Comprehensive Medical Group, Ltd. ("CMG")(see Item 2 "Acquisition and
Disposition of Assets" below), which occurred as of July 25, 2000, in exchange
for all of the issued and outstanding shares of CMG common stock, the Company
issued an aggregate of 3,000,000 shares of its Series A Convertible Preferred
Stock ("Preferred Stock") to 15 shareholders of CMG. The Preferred Stock has
full voting rights and each share is convertible into one share of the Company's
common stock. James H. Clingham, Sr., now the Company's president and chairman
of the Board of Directors (see Item 2 "Acquisition and Disposition of Assets"
and Item 6 "Changes in the Board of Directors and Management" below), received
300,000 shares of Preferred Stock in connection with the share exchange and
100,000 shares of common stock upon Mr. Clingham's agreement to become
president of the Company. No single former CMG shareholder holds more than 6%
of all voting securities of the Company.
As consideration in part for the acquisition of CAT ECG LLC ("CAT")(see
Item 2 "Acquisition and Disposition of Assets" below), which occurred as of
August 2, 2000, the Company issued an
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aggregate of 2,500,000 shares of the Company's Preferred Stock to 17 members of
CAT. No single CAT member holds more than 4% of all voting securities of the
Company.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ASSETS OF CARDIOVASCULAR LABORATORIES, L.L.C.
As of July 27, 2000 the Company, through its wholly owned subsidiary,
Cardiovascular Laboratories Holding, Inc. ("CLH"), a Delaware corporation,
acquired the assets and assumed the liabilities of Cardiovascular Laboratories,
LLC ("CLI"). CLI had recently acquired the assets and assumed certain
liabilities of Cardiovascular Laboratories Inc. of PA. ("CLP") on May 31, 2000,
in a transaction which closed in escrow pending the assignment and assumption
by CLI of certain CLH obligations. CLI provides noninvasive cardiovascular
testing services in hospitals and through independent diagnostic testing
facilities. CLI owns no assets other than the assets acquired in the
transaction with CLP. The assets purchased by CLH include all of CLI's
inventory, equipment, machinery, contractual and other rights, and certain
accounts receivables. CLH was formed by the Company on July 24, 2000 to
acquire the assets of CLI.
As consideration for the acquisition of CLI, CLH assumed CLI's
obligations under a seller note to CLP ("CLP Note") to pay $684,000 over a
period of three years. CLH also assumed CLI's obligations under certain leases,
financing agreements and other balance sheet items which CLI had undertaken from
CLP. The CLP Note is subject to adjustment in the event the level of monthly
revenues from the accounts of CLP, as of the closing with CLI, are not
maintained, and in the event that CLP's closing date accounts payable exceed
CLP accounts receivable actually collected in the future. As part of the
private placement for the sale of the Company's unregistered common stock
(see Item 5 "Recent Sales and Issuance of Unregistered Securities" below),
the Company also issued 72,210 shares of its common stock to entities which
had made working capital loans to CLI aggregating $87,000. The shares of
common stock were issued to satisfy CLI's obligations under the working
capital loans.
The Company's Board of Directors determined to proceed with the
acquisition in order to gain entry into the field of medical diagnostics and
testing. CLI's business focuses on high end testing services through cardio and
vascular laboratories in 13 independent hospitals and through independent
diagnostic testing facilities located in New York, New Jersey and Pennsylvania.
In determining the amount of consideration for the CLI assets
acquisition the Company considered, among other things, CLI's service product
line, the markets served, and market potential for growth utilizing economies of
scale from other acquisitions or potential acquisitions of the Company, the
geographical locations of CLI's business and CLI's revenue from existing
operations. The Company plans to pay the CLP Note from current earnings and
revenue generated by the business purchased from CLI.
AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT WITH CMG
As of July 25, 2000, the Company entered into an Agreement and Plan of
Reorganization with
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CMG, a New Jersey corporation. The Company issued 3,000,000 shares of its
Preferred Stock to CMG's shareholders in exchange for 100 shares of CMG's Series
A Common Stock, which was all of the issued and outstanding stock of CMG. As
part of the private placement for the sale of the Company's unregistered common
stock (see Item 5 "Recent Sales and Issuances of Registered Securities" below),
the Company also issued 508,790 shares of its common stock to entities which had
made working capital loans to CMG aggregating approximately $613,000. The shares
of common stock were issued to satisfy CMG's obligations under the working
capital loans. The CMG transaction was intended to qualify as a tax-free
reorganization under section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended. As a result of the reorganization, CMG became a wholly owned
subsidiary of the Company.
The Company agreed to grant "piggyback" registration rights for the
shares of common stock converted from the shares of the Company's Preferred
Stock. The common stock convertible from the 3,000,000 shares of the Company's
Preferred Stock are subject to a lock up agreement on resale.
CMG provides health and wellness management services for Employee
Assisted Programs, human resource departments and labor unions; designed and
operates a kiosk based point of purchase medical marketing program; and designed
an operating website called "Leaseonlife.com" which provides interactive health
and wellness analysis, treatment content and management tools.
Subsequent to the CMG transaction, Mr. Clingham also became the
president of the Company and chairman of the Board of Directors at an annual
salary of $250,000, and received 100,000 shares of the Company's common stock as
incentive compensation. Ms. Christine Fares- Walley, an executive with CMG,
became a vice president of the Company responsible for mobile diagnostic testing
and telemedicine. Brian T. Nugent, a CMG executive, became the chief information
officer of the Company.
In order to determine the amount of consideration for this acquisition
the Company considered market valuation of the CMG service product line, the
markets served, and market potential for growth utilizing economies of scale
from other acquisitions or potential acquisitions of the Company and its
subsidiaries, the geographical locations of CMG's business and CMG's revenue
from existing operations.
ACQUISITION OF ASSETS OF CAT
As of August 2, 2000 the Company, through its wholly owned subsidiary,
Diagnostic Management Holding Group, Inc. ("DMG"), a Delaware corporation which
was created to own and manage the mobile diagnostic businesses of the Company,
acquired the assets of CAT, a New York limited liability company, which manages
the operations of medical diagnostic cardiological and neurological testing
services and telemedicine of CAT-ECG PC, a New York professional corporation,
pursuant to a Management Services Agreement ("MSA"). CAT manages services
rendered to 40 facilities and over 300 medical offices from its Lynbrook, New
York clinic and laboratory. DMG was formed by the Company to acquire the assets
of CAT and for possible future transactions.
The purchase price for CAT's assets was $1,100,000 in cash and
2,500,000 shares of the
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Company's Preferred Stock. DMG was also required to deposit in escrow 250,000 of
the Company's shares of Preferred Stock for a period of 6 months to secure the
payment to DMG after the closing of any deficiency between the amount of
accounts receivable collected by DMG and the amount of accounts payable assumed
by DMG. The assets acquired included all inventory, equipment, machinery,
contractual and other rights, and certain accounts receivables. As part of the
acquisition, the MSA and certain related documents between CAT and CAT-ECG PC
and certain of CAT's equipment leases were assumed. The term of the MSA was
extended in conjunction with its assumption by DMG. The Preferred Stock issued
to CAT has "piggyback" registration rights.
The Company's Board of Directors determined to proceed with the
acquisition in order to expand its entry into the field of medical diagnostics
and testing, and telemedicine.
In connection with the acquisition, as of August 2, 2000, DMG entered
into a one year employment agreement with Mark Gray, a former vice-president of
CAT at an annual salary of $100,000 and an annual incentive bonus of 10,000
shares of the Company's common stock for each year Mr. Gray's employment
agreement is extended. Mr. Gray will serve as DMG's director of cardiac testing
services. As of August 2, 2000, DMG also entered into a 10 year consulting
agreement with Robert Goodman, M.D., the principal shareholder of CAT-ECG PC, at
a annual fee of $25,000 and a one time payment of 250,000 shares of the
Company's common stock. Dr. Goodman will act as a consultant to DMG in the area
of elder care and internal medicine. As of August 2, 2000, DMG also entered into
a two year consulting agreement with The August Group, L.L.C. at an annual fee
of $125,000 which is only payable as the cash flow of DMG permits. The August
Group will act as a consultant to DMG to identify and negotiate the possible
acquisition of other diagnostic testing companies and facilities.
In order to determine the amount of consideration for the CAT assets
acquisition the Company considered, among other things, the market valuation of
the CAT service product line, the markets served, and market potential for
growth utilizing economies of scale from other acquisitions or potential
acquisitions of the Company and its subsidiaries, the geographical locations of
CAT's business, CAT's revenue from existing operations, and the availability to
CAT of other potential acquisitions. The source of the cash consideration for
the CAT assets acquisition is the proceeds from the sale of unregistered stock
discussed in Item 5 below.
ITEM 5: OTHER EVENTS
REVERSE SPLIT OF COMPANY COMMON STOCK
On June 29, 2000, the directors of the Company unanimously consented to
a Reverse Split of its common stock, the effective date of which was July 13,
2000, so that each 25 shares outstanding of its common stock were converted into
1 share of its common stock outstanding. Prior to the reverse split there were
6,700,168 shares of the Company's common stock issued and outstanding, allowing
the rounding up of fractional shares. Upon the effective date of the Reverse
Split there were 268,007 shares of common stock issued and outstanding.
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No fractional shares of new common stock were issued for any fractional
share interest. Rather, each stockholder who would otherwise have received a
fractional new share of common stock as a result of the Reverse Split received
the nearest whole share rounded up.
The Company's common stock continued to trade on the OTCBB under the
symbol "ARMM" after the Reverse Split.
TERMINATION AND SETTLEMENT AGREEMENT
On July 3, 2000, the Company, ProFutures Special Equity Fund, LP
("ProFutures") and D.L. Cromwell, Inc. entered into a Termination and Settlement
Agreement ("Settlement Agreement") of all claims which each party had or may
have had against the other arising from any and all past agreements of any
nature involving ProFutures and D.L. Cromwell, Inc., other than certain
warrants to purchase common stock of the Company which are held by D.L.
Cromwell.
REFORMATION OF CONVERTIBLE NOTES
ProFutures held three of the Company's 8% Convertible Promissory Notes,
dated March 3, 1999, each having a principal face value of $273,000 and an
aggregate principal value of $819,000 ("Convertible Notes") and the Company's 8%
Promissory Note having a principal face value of $81,000 ("Non-Convertible
Note"). The Convertible Notes are convertible into shares of the Company's
common stock. The Company failed to make payments when due under the Convertible
Notes and the Non-Convertible Note, and was in default. Accrued and unpaid
interest on the Convertible Notes aggregated $111,000 and the total principal
and interest due under the Convertible Notes as of the date of the Termination
and Settlement Agreement was $930,000. In order to effectuate the Settlement
Agreement with ProFutures and D.L. Cromwell, the terms and conditions of the
Convertible Notes were amended and restated in a Note Reformation Agreement
dated as of July 14, 2000 and a new Convertible Note was issued to ProFutures
reflecting the aggregate principal and interest balance of $930,000 and amending
and modifying the conversion terms of the Convertible Notes. Additionally,
ProFutures agreed to cancel the Non-Convertible Note. Subsequent to the
execution of the Note Reformation Agreement, ProFutures sold the amended and
restated Convertible Notes to a group of investors.
RECENT SALES AND ISSUANCES OF UNREGISTERED SECURITIES
On July 17, 2000 the Company entered into a Stock Purchase Agreement
("Stock Purchase Agreement"), and in a private placement exempt from
registration under Regulation D promulgated under the Securities Act of 1933, as
amended, agreed to sell 5,000,000 shares of the Company's common stock to 15
accredited investors at a per share price of $.83 and an aggregate purchase
price of $4,150,000 of which $2,149,992 was fully paid or accounted for as of
the filing of this report. Of the private placement investors, 13 have closed
with the Company and the remaining 2 investors have each contracted to purchase
1,148,625 shares of common stock, each for an aggregate purchase price of
$1,000,004, but
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have not closed their transactions with the Company. Investors who had made
working capital loans aggregating approximately $700,000 to each of CLI and CMG,
respectively, were issued an aggregate of 581,000 shares of the Company's common
stock in connection with the private placement, and the working capital loans to
CLI and CMG were cancelled in exchange.
DISCONTINUATION OF PEOPLEFIRST BUSINESS
On June 29, 2000, the Company discontinued the operations of
PeopleFirst LLC in contemplation of the Company's decision to focus on new
businesses and strategic acquisitions in different fields.
TERMINATION OF CERTAIN AGREEMENTS AND OBLIGATIONS
On July 16, 2000, in contemplation of the sale of common stock under
the July 17, 2000 Stock Purchase Agreement, and as a condition precedent to that
transaction, the Company, Ronald Wilheim and Steve Rosedale (as officers,
directors and principal shareholders of the Company) entered into an Agreement
with Connie Steinmetz ("Steinmetz"), Strategic Capital Holdings ("Strategic"),
Yucatan Holding Company ("Yucatan"), Arizona Development Corporation ("Arizona")
and Atlas Perlman, P.A. ("Escrow Agent") ("Steinmetz Agreement") terminating
certain agreements with and obligations of the Company and forgiving certain
debts and obligations owed by the Company.
Specifically (a) Yucatan forgave the sum of $175,000 which the Company
owed Yucatan; (b) Arizona forgave $250,000 which the Company owed Arizona; (c)
the Company's obligation under the terms of a consulting agreement with
Steinmetz to cover any shortfall of Steinmetz' sale of the Company's common
stock which had been issued as payment for $145,000 in value of services to be
rendered by Steinmetz was abrogated; and (d) the Company's obligation under the
terms of a consulting agreement with Strategic to cover any shortfall in
Strategic's sale of the Company's common stock which had been issued as payment
for $250,000 in value of services to be rendered by Strategic was abrogated.
Under the Steinmetz Agreement, Wilheim and Rosedale agreed to deposit
200,000 of their shares (after the Reverse Split) of the Company's common stock
into an escrow account maintained by the Escrow Agent with irrevocable
instructions to the Escrow Agent to sell the stock and deliver 50% of the
proceeds to Steinmetz, Strategic, Yucatan and Arizona as consideration for their
performance under the Steinmetz Agreement. Steinmetz, Strategic, Yucatan and
Arizona were also issued 300,000 shares of common stock from the Company as
additional consideration.
On July 17, 2000, the Company entered into an agreement with Robert
Hausman, the Company's former CEO and president ("Hausman") in which Hausman
waived all claims against the Company, including (a) $1.1 million the Company
owed him for loans guaranteed by Hausman on behalf of the Company with Chase
Manhattan Bank; (b) $100,000 owed to Hausman by the Company under a note assumed
by the Company in connection with settlement of a disputed consulting agreement;
(c) $100,000 advanced by Hausman for the Company's benefit; (d) $300,000 in
management fees, car allowance and dividends accrued but not previously paid to
Hausman; and (e) other obligations arising out of the termination of Hausman's
employment with the Company and termination of his management agreement.
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In consideration for Hausman's release, Company agreed to transfer to Hausman
$300,000 worth of certain prepaid advertising. The Company and Hausman exchanged
mutual general releases.
INCREASE IN AUTHORIZED SHARES
On August 2, 2000 the Company's directors unanimously consented to
amend its Articles of Incorporation providing that the number of authorized
capital stock be increased to 50,000,000 shares of common stock, with a par
value of $.001 per share, and 30,000,000 shares of preferred stock, with a par
value of $.001 per share. The amendment was filed with the Florida Secretary of
State on August 7, 2000.
The Board of Directors approved the increase in authorized shares of
common stock because the Company needed additional shares for the acquisitions
discussed in this report and for future possible transactions such as
acquisitions, for employee options, for consultants, and to have available
shares in the event that the Company determines it should raise additional
equity.
CORPORATE NAME CHANGE/NEW TRADING SYMBOL
On August 7, 2000, the Company's directors unanimously consented to
amend the Company's Articles of Incorporation to change the name of the Company
from "American Risk Management Group, Inc." to "Comprehensive Medical
Diagnostics Group, Inc." which amendment was subsequently filed with the Florida
Secretary of State.
The Board of Directors believes that the name change will more
accurately reflect the nature of the Company's newly directed business
activities. Specifically, Comprehensive Medical Diagnostics Group constitutes a
symbolic representation of the Company's entry into the field of mobile
diagnostics and medical services. Furthermore, the Company will be focusing on
telemedicine within the field of internet commerce. The Company intends to do
business as "Comprehensive Medical Group", a shortened version of its full
corporate name, when appropriate.
On August 7, 2000, the Company began trading on the OTCBB under its
newly assigned NASDAQ bulletin board ticker symbol "CMDI".
ITEM 6: CHANGES IN THE BOARD OF DIRECTORS AND MANAGEMENT
On July 17, 2000, Steven Rosedale resigned as director and chairman of
the Board of Directors of the Company and Simon Groner resigned as director and
secretary of the Company. On July 17, 2000, the remaining director of the
Company and its CEO, Ronald Wilheim, consented to accept each of these
resignations and appointed James H. Clingham, Sr. as director and chairman of
the Board of Directors, and Jay Gottlieb, William O'Connor and David
Stefansky as directors. On July 18, 2000, the Board of Directors unanimously
consented to appoint James H. Clingham, Sr. as president of the Company.
Ronald Wilheim has consented to remain the Company's CEO and assistant
secretary. Christine M. Fares-Walley was appointed as vice president in
charge of mobile diagnostics testing and telemedicine, and Brian T. Nugent
was appointed as
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chief information officer and comptroller.
The following table sets forth as the names of and positions held with
respect to the current directors and executive officers:
Name: Age Current Position:
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James H. Clingham, Sr. 58 Chairman of Board and President
Ronald Wilheim 31 CEO and Assistant Secretary
Jay Gottlieb 47 Director
William M. O'Connor 45 Director and Secretary
David Stefansky 28 Director
Christine M. Fares-Walley 34 Vice President
Brian T. Nugent 37 Chief Information Officer and Comptroller
JAMES H. CLINGHAM, SR., is an attorney and president and chairman of
the Company's Board of Directors and its division CMG and subsidiary DMG.
Mr. Clingham is presently vice chairman of Galaxis USA, Ltd, a German company
involved in worldwide research and formerly served as president of Galaxis USA.
He also chairs a management-consulting firm with offices in Princeton, New
Jersey and Orlando, Florida. Mr. Clingham is of counsel to the Princeton, New
Jersey law firm Stark and Stark. Until December 1995, Mr. Clingham was vice
president of corporate affairs at David Sarnoff Research Center, (now Sarnoff
Corp.) in Princeton, New Jersey. Prior to that he was corporate counsel and a
manager with RCA, and after RCA was acquired with General Electric, for over 10
years. Additionally, he has practiced law in the public and private sectors in
Washington, D.C., New York, and Rhode Island.
RONALD WILHEIM, CEO, was elected as a director in August 1999. Mr.
Wilheim has been corporate counsel of CommuniCare Health Services, a health care
management firm, since August 1995. Prior to that time, Mr. Wilheim attended law
school at Benjamin Cardozo School of Law in New York.
JAY L. GOTTLIEB, director, serves as senior manager of the research and
development in coal futures development on the New York Mercantile Exchange, and
served as associate director at the Chicago based Mid-America Institute (for
public policy analysis). In 1988 and 1989, he served as business planning
director of the Atlanta-based Grain Services, Inc. Prior to that he was the
general/risk manager to the Erkes Trading Group, overseeing and managing the
group's traders in options on the Chicago Board of Trade. From 1981 through
1988, Mr. Gottlieb served as advisory economist to the Chicago Board of
Trade. From 1979 through 1981, Mr. Gottlieb worked for Resource Planning
Associates, consulting on energy and environmental issues, and prior to that
he served as an ecologist for the Washington State Game Department.
WILLIAM M. O'CONNOR, director, is an attorney and shareholder of the
law firm Buchanan Ingersoll. He is a member of the firm's Financial Institutions
Group which is based in New York. Mr. O'Connor also heads a creditors' rights
department that represents leading financial institutions. Mr.
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O'Connor was formerly the managing partner of the New York office of a major
Rochester firm. Mr. O'Connor was a past editor-in-chief for the Westchester Bar
Journal. He is a member of the Creditor's Rights Committee of the New York Bar
Association's Commercial and Federal Litigation Section, and the Professional
Ethics Committee of the Westchester Bar Association. He is an elected councilman
for the Town of Pelham, New York.
DAVID STEFANSKY, director, is a managing director of the private equity
group at Robb Peck McCooey Institutional Services, a division of Robb Peck
McCooey Clearing Corp. He specializes in advising and financing emerging growth
companies. From September 1997 through May 1999, Mr. Stefansky was employed in a
similar capacity at Trautman Kramer & Co., where he was active in advising and
financing emerging growth companies. From May 1994 through September 1997, Mr.
Stefansky was employed as an account executive at various securities brokerage
firms.
CHRISINE M. FARES-WALLEY, vice president, was Director of Operations
for CMG prior to its acquisition by the Company. Ms. Fares Walley was formerly
Director of Operations for Capitol Health Care, and managed a Physician Hospital
Organization ("PHO") and Independent Physician Organization consisting of over
160 physicians and a large teaching hospital. In addition to her
responsibilities with the PHO, she coordinated the consolidation of all managed
care contracts for the merged entity of two large hospitals. Ms. Fares Walley
also worked at New Jersey CURE, an Automobile Insurance Reciprocal Exchange,
developing their sales and marketing operation. Ms. Fares Walley obtained a BS
degree from The College of New Jersey (formerly Trenton State College) with a
major in economics and an MBA from Rider University. She now serves as President
of The College of New Jersey Alumni Association and is active in The School of
Business Alumni Chapter.
BRIAN T. NUGENT, chief information officer, has been a consultant in
connection with information technology strategy, software development and
implementation, process improvement, organizational design, Y2K, and technology
procurement. From March 1998 through June 2000, he was a principal of
Hillwood Group, Inc., which performed various services in connection with
systems implementation, Y2K consulting and general information technology. He
was a manager in the consulting department of KPMG Peat Marwick in Fort
Lauderdale, Florida from January 1995 to March 1998. Mr. Nugent was a
consultant with the Systems Consulting Group, Inc. in Miami, Florida
specializing in information technology from November 1993 until March 1995.
Mr. Nugent was a financial analyst with Schering Plough Corp. in Kennilworth,
New Jersey from April 1992 until November 1993. Mr. Nugent received a BS
degree cum laude in finance from The College of New Jersey, and an MBA degree
from Rutgers University. He holds a CPA certification, and has served as an
advisor and guest speaker at The College of New Jersey School of Business,
where he is an active member of the Alumni Association. Mr. Nugent also
served in the U S Coast Guard Reserve, earning certification to command
patrol boat operations.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements as required by the Item 2 acquisition entities
will be filed with the Securities and Exchange Commission ("Commission") within
60 days of filing this Form.
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List of Exhibits
ITEM (2):*
Exhibit 1: Asset Purchase Agreement Among Cardiovascular Laboratories
Holdings, Inc., Cardiovascular Laboratories LLC, and
Cardiovascular Laboratories, Inc. of PA dated as of
July 27, 2000
Exhibits 2a Asset Purchase Agreement Among Cardiovascular Laboratories,
Inc. of PA, Mobile Diagnostics CAT, LLC, CLIXhealth.com,
Inc., Timothy W. Cunningham and Paul Toomey dated
February 22, 2000.
Exhibit 2b: Amended Asset Purchase Agreement among Cardiovascular
Laboratories, Inc. of P.A., Cardiovascular Laboratories, LLC,
CLIXhealth.com, Inc. and Timothy W. Cunningham dated
May 24, 2000.
Exhibit 3: Agreement and Plan of Reorganization between the Company and
The Comprehensive Medical Group, Ltd., dated as of July 25,
2000.
Exhibit 4: Asset Purchase Agreement Among Diagnostic Management Holding
Group, Inc., CAT-ECG, LLC, Robert Goodman, MD and Shaya Oftrov
dated as of August 2, 2000.
Exhibit 5: Stock Purchase Agreement between the Company and 15 accredited
investors, dated July 17, 2000.
Exhibit 6: Note Reformation Agreement between ProFutures Special
Equities, L.P. and the Company, dated as of July 14, 2000.
Exhibit 7: Agreement Among the Company, Connie Steinmetz, Strategic
Capital Holdings, Yucatan Holding Company, Arizona Development
Corporation, Ronald Wilheim, Steven Rosedale and Atlas
Perlman P.A., dated July 16, 2000 terminating certain
agreements and obligations.
Exhibit 8: Termination and Settlement Agreement among the Company,
ProFutures Special Equity Fund, L.P. and D.L. Cromwell, Inc.
dated July 3, 2000.
Exhibit 9: General Release and Waiver of Claims between the Company and
Robert Hausman dated July 14, 2000.
ITEM (3):
Exhibits 10a
and 10b: a) Amendment to Company Articles of Incorporation changing
name to Comprehensive Medical Diagnostics Group, Inc. from
American Risk Management Group, Inc.
b) Certification of Amendment by Florida Secretary of State
effective July 21, 2000.
<PAGE>
Exhibit 11a
and 11b:
a) Amendment to Company Articles of Incorporation increasing
amount of authorized common stock to 50,000,000 shares and
preferred stock to 30,000,000 shares.
b) Certification of Amendment by Florida Secretary of State
effective August 7, 2000.
ITEM (4):
Exhibit 12: Rights Statement for holders of Company Series A Preferred
Stock.
* The following exhibits will be provided upon request:
Employment Agreement between the Company and Mark Gray dated as of August 2,
2000.
Consulting Agreement between Diagnostic Management Group Holding, Inc. and The
August Group, LLC and R. Goodman dated as of August 2, 2000.
Consulting Agreement between Diagnostic Management Group Holding, Inc. and
Dr. Robert Goodman dated as of August 2, 2000.
Management Services Agreement between CAT ECG P.C. and Diagnostic Management
Group Holding, Inc. dated as of August 2, 2000.
<PAGE>
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.
COMPREHENSIVE MEDICAL DIAGNOSTICS GROUP, INC.
By: /s/ James H. Clingham, Sr.
-----------------------------------------
James H. Clingham, Sr.
President and Chairman of the Board
Date: September 6, 2000
