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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 25, 1998
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MENLO ACQUISITION CORP. FDBA FOCUS SURGERY, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-22136 77-0332937
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
113 TYNAN WAY, PORTOLA VALLEY, CA 94028
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 529-0730
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N/A
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(Former name or former address, if changed since last report.)
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ITEM NO.3 BANKRUPTCY OR RECEIVERSHIP
On February 9, 1996, the Company filed a petition for relief under
Chapter 11 of the United States Bankruptcy Code for the Northern District of
California, Oakland Division (the "Bankruptcy Court"). On August 12, 1996,
the Company with Bankruptcy Court approval sold substantially all of its
assets to Takai Hospital Supply, Inc. and thereafter changed its name to
Menlo Acquisition Corporation.
On June 5, 1998, the Company notified all of its creditors and equity
security holders that it had filed with the Bankruptcy Court a proposed Plan of
Reorganization ("the Plan") and a proposed Debtor's Disclosure Statement
("Disclosure Statement") with the Bankruptcy Court.
The Plan contemplates the consummation of a transaction wherein (i) all
of the Company's existing equity securities will be cancelled and (ii) the
Company will acquire substantially all of the outstanding equity securities
of Environmental Waste Management Associates, Inc.; Environmental Waste
Associates, LLC; Integrated Analytical Laboratories, Inc.; and Integrated
Analytical Laboratories, LLC in exchange for 95% of the new common stock of
the reorganized Company to be issued under the Plan. The remaining 5% of the
new common stock will be distributed pro rata to the Company's existing
shareholders. Copies of the Plan and Disclosure Statement are available upon
written request made to:
Patrick M. Costello
Murray & Murray, A Professional Corporation
3030 Hansen Way, Suite 200
Palo Alto, CA 94304-1009
(Facsimile: 650-852-9244)
Creditors to the Company have already been paid the principal amount of
their claims and will receive up to three years interest at 6% per annum upon
confirmation of the Plan.
The Company will solicit acceptance of the Plan by both creditors and
shareholders and must obtain confirmation of the Plan by the Bankruptcy Court
before the Plan becomes effective.
The Company will request that the Bankruptcy Court approve the Disclosure
Statement for dissemination to creditors and equity security holders on July 8,
1998. The Company will also request that the Bankruptcy Court fix July 8, 1998
as a record date for shareholders for purposes of both voting and distributions
under the Plan
ITEM NO. 7 FINANCIAL STATEMENTS AND EXHIBITS
The Company will file copies of the Plan and Disclosure Statement with the
Securities & Exchange Commission under cover of Form 8-K promptly following
approval of the Disclosure Statement by the Bankruptcy Court.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Menlo Acquisition Corp. FDBA Focus Surgery, Inc.
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(Registrant)
Date: June 29, 1998 By: /s/ RICHARD J. REDETT
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Name: Richard J. Redett
Title: President and Chief Executive Officer
