SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 9, 1998/April
17, 1998
NATIONAL HEALTH & SAFETY CORPORATION
(Exact Name of Registrant as Specified in Charter)
UTAH 0-24778 87-0505222
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
730 LOUIS DRIVE, WARMINSTER, PENNSYLVANIA 18974
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 215-442-0926
FORM S-8
Item 5. Other Events.
This Form 8-K is being filed by National Health & Safety Corporation,
a Utah corporation (the "Company"), in response to a Schedule 13D
(the "Schedule 13D") filed on June 9, 1998 by Dennis J. Hawk ("Mr.
Hawk"), Mitchell J. Stein ("Mr. Stein"), Premium Holding Inc.
("Premium") and the Beverly Century Trust and World Trust
Investments with respect to an alleged acquisition of shares of the
common stock, par value $.001 per share, of the Company (the "Common
Stock"). According to the Schedule 13D, Premium is the direct
beneficial owner of 14,750,000 shares of Common Stock representing
28.2% of the shares of Common Stock outstanding, Mr. Stein is the
direct beneficial owner of 2,250,000 shares of Common Stock,
representing 4.3% of the shares of Common Stock outstanding, and Mr.
Hawk is the direct beneficial owner of 1,000,000 shares of Common
Stock, representing 1.9% of the shares of Common Stock outstanding.
The Company disputes the Common Stock ownership assertions of
Premier and Messrs. Stein and Hawk as set forth in the Schedule 13D.
While it is true that, on or about April 20, 1998, the President of
the Company, R. Dennis Bowers, Ph.D. ("Dr. Bowers"), signed separate
Stock Purchase Agreements with each of Premium, Mr. Stein and Mr.
Hawk (the "Stock Purchase Agreements"), pursuant to which the
Company was to sell to Premium, Mr. Stein and Mr. Hawk (the
"Buyers") an aggregate of 18,000,000 shares of Common Stock, there
is a dispute as to the terms of the Stock Purchase Agreements. The
Stock Purchase Agreements were a part of a much larger transaction,
pursuant to which the Company agreed to issue shares of its Common
Stock to certain parties, including the Buyers, in exchange for the
execution of an agreement relating to the financing of up to $20
million of certain of the Company's receivables by HealthMed, Inc.
("HealthMed"), a Nevada corporation believed by the Company to be
owned or controlled by Mr. Stein (the "Receivables Financing
Agreement"). The Company's legal counsel had requested that
numerous changes be made to the Stock Purchase Agreements and
demanded the simultaneous execution of the Receivables Financing
Agreement. The changes to the Stock Purchase Agreements included,
without limitation, a provision making the issuance of the Common
Stock under the Stock Purchase Agreements expressly contingent on
HealthMed's execution of the Receivables Financing Agreement
containing terms mutually acceptable to the parties.
On Friday, April 17, 1998, Dr. Bowers was informed by an
intermediary to the transactions that, if the Stock Purchase
Agreements were not executed by the Company by midnight that day,
the entire receivables transaction would terminate. When Dr. Bowers
inquired whether the changes to the Stock Purchase Agreements that
had been requested by the Company's counsel had been made, the
intermediary assured Dr. Bowers that they had been. In particular,
Dr. Bowers was concerned about the Receivables Financing Agreement.
Dr. Bowers was assured that the Receivables Financing Agreement
would be signed promptly after the Stock Purchase Agreements had
been signed, but that the Stock Purchase Agreements needed to be
signed first. In reliance upon these representations, Dr. Bowers
executed the signature pages and telecopied them to the
intermediary. Subsequently, Dr. Bowers learned that the Buyers
alleged that they had, in fact, not agreed to make the changes
requested by the Company' s counsel. In particular, the Buyers now
allege that the Company's obligations under the Stock Purchase
Agreements were not made contingent on the execution of the
Receivables Financing Agreement, even though the Buyers reiterated
their intention to provide the receivables financing. The copies of
the Stock Purchase Agreements filed as Exhibits 2, 3 and 4 to the
Schedule 13D do not reflect the changes that Dr. Bowers was informed
had been made to the Stock Purchase Agreements, which changes were
the basis for the Company's execution of the signature pages.
As soon as he learned of the Buyers' position with respect to
the changes to the Stock Purchase Agreements, Dr. Bowers informed
the Buyers that, in the Company's view, the Stock Purchase
Agreements were not binding on the Company. At a meeting held on
April 14, 1998 to attempt to resolve this situation, Mr. Stein
assured Dr. Bowers that either the Receivables Financing Agreement
would be executed and that the changes that Dr. Bowers believed had
been made to the Receivables Financing Agreement would in fact be
made, or Mr. Stein would agree to unwind the transactions. Both the
Company and Mr. Stein agreed to attempt to renegotiate the
transactions to both parties' satisfaction.
Based on these representations, on or about April 29, 1998, the
Company directed its transfer agent to prepare Stock Certificate No.
2843, in the amount of 8,000,000 shares of its Common Stock (the
"Stock Certificate"), for issuance to Premium. Upon issuance of the
Stock Certificate, the Company delivered it to the intermediary,
with express instructions that the Stock Certificate was not to be
released to Mr. Stein or Premium unless and until certain conditions
had been satisfied. Although those conditions have never been
satisfied, the Stock Certificate was delivered by the intermediary
to Mr. Stein, contrary to the Company's instructions. To date, no
Receivables Financing Agreement has been executed with the Company,
and Mr. Stein and the Company have not resolved the outstanding
issues, although discussions are ongoing.
On June 17, 1998, the Company sent a letter to Mr. Stein
formally withdrawing its execution of the Stock Purchase Agreements
and delivery of the Stock Certificate. The Company requested the
immediate return of the Stock Certificate. To date, neither Mr.
Stein nor Premium have complied with this request.
The Schedule 13D refers to an aggregate of 18,000,000 shares
of Common Stock. The Stock Purchase Agreements contemplated the
issuance of an aggregate of 18,000,000 shares, 10,000,000 more than
the 8,000,000 which have been issued as aforesaid. The Company's
position is that it has no obligation to issue such additional
10,000,000 shares, and it has no intention of doing so.
It is the Company's position that the Stock Purchase Agreements
do not constitute valid and binding agreements, that the Stock
Certificate was not duly and validly issued, that the Buyers do not
own the Common Stock referred to in the Schedule 13D, and that the
Company is not under any obligation to issue any shares of Common
Stock to any of the Buyers. The Company is exploring its
alternatives in regards to the recovery of the 8,000,000 shares
represented by the Stock Certificate. The Company will not honor
any requests to transfer any shares represented by the Stock
Certificate.
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 thereunto duly authorized.
Date: July 13, 1998 NATIONAL HEALTH & SAFETY CORPORATION
BY: /S/ R. Dennis Bowers
(Signature)
R. Dennis Bowers, President
