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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
Date of Report (Date of earliest reported) April 1, 1998
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Nu-Wave Health Products, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-23031 34-1711778
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(State or other jurisdiction of (File Number) (I.R.S. Employer
incorporation) identification No.)
5905-A Hampton Oaks Parkway
Tampa, Florida 33610
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 813-628-0804
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Direct Rx, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
A. MERGER, CHANGE OF DOMICILE AND CHANGE OF NAME OF COMPANY
It was determined by Management that it would be in the best interest of the
Company to change the domicile of or reincorporate the Company to the State of
Florida, where its executive offices are now located and a substantial portion
of its business is now located, through its wholly-owned subsidiary. Nu-Wave
Health Products, Inc., a Florida corporation ("Nu-Wave"). As of March 31,
1997, for the eighteen months then ended, of the $1,271,173 in consolidated
revenues, $829,152 or over 65% were attributable to the Florida operations
through Nu-Wave. Similarly, for the three months ended June 30, 1997, of the
$422,125 in consolidated revenues, $393,448 or over 93% were attributable to
the Florida operations. In addition, all of the Directors and Officers of the
Company now reside in Florida. It was further determined to consolidate the
operations of the Direct Rx and Nu-Wave and to change the name of the Company
to Nu-Wave Health Products, Inc., which has significant name recognition with
the Company's market. The above has been accomplished through two merger
transactions approved by the various Boards of Directors and Management as
controlling shareholders of the Company.
First, a new wholly-owned subsidiary of the Company was formed as a Florida
corporation under the name of Direct Rx Healthcare, Inc. ("Direct
Healthcare"). The Company was then merged into Direct Healthcare, with Direct
Healthcare as the surviving corporation.
Next Nu-Wave, the already existing subsidiary of the Company, was merged into
Direct Healthcare, with Direct Healthcare as the surviving corporation, and its
Articles of Incorporation were amended to change the name of the corporation to
Nu-Wave Health Products, Inc. (hereinafter referred to as the "Company").
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As a result of the foregoing, the Company and its operations as of April 1,
1998, are operating as one Florida corporation under the new name of Nu-Wave
Health Products, Inc. and its executive offices will continue to be located at
5905-A Hampton Oaks Parkway, Tampa, Florida 33610, telephone number (813)
628-0804.
The Directors of the Company are the same as the former Directors of Direct Rx,
Inc. and are as follows:
Jugal Taneja
Dr. Kotha S. Sekharam
Martin A. Traber
The officers of the Company are the same as the former Officers of Direct Rx,
Inc. and are as follows:
Jugal Taneja - Chairman of the Board and Secretary
Dr. Kotha S. Sekharam - President and Treasurer
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.
Nu-Wave Health Products, Inc.
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Date April 10, 1998
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By Kotha S. Sekharam /s/
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President
