<PAGE> 1
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) June 23, 1998
------------------
NU-WAVE HEALTH PRODUCTS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 0-23031 34-1711778
------- ------- ----------
(State or other jurisdiction (File Number) (I.R.S. Employer
of incorporation) identification No.)
5905-A Hampton Oaks Parkway
Tampa, Florida 33610
- ------------------------------ --------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 813-628-0804
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 15, 1998, Nu-Wave Health Products, Inc., a Florida
corporation ("Nu-Wave") acquired Energy Factors, Inc. (the "Company"), a
wholly-owned subsidiary of U.S. Diversified Technologies, Inc., a Florida
corporation (the "Shareholder"). At the closing, Nu-Wave acquired legal title
to the net assets of the Company. The effective date of the acquisition is June
15, 1998. Nu-Wave will account for the acquisition as a purchase.
The above has been accomplished through a series of transactions
approved by the various Boards of Directors and Management as controlling
shareholders of Nu-Wave and the Company. First, a new wholly-owned subsidiary of
Nu-Wave was formed as a Florida corporation under the name of Nu-Wave
Acquisition, Inc. ("Nu-Wave Sub"). Next, Nu-Wave Sub was then merged with and
into the Company, with the Company as the surviving corporation, in order to
avoid the necessity of transfers of the Company's business. As a result of the
merger, the Company became a wholly-owned subsidiary of Nu-Wave. On the
effective date of the merger, the Company changed its name to Dynamic Health
Products, Inc.
It was determined by Management that it would be in the best interest of
Nu-Wave to acquire the Company to further certain of its business objectives,
including without limitation, providing expanded manufacturing facilities for
Nu-Wave and additional sales for the Company.
The Shareholder will receive, in exchange for its capital stock in the
company, 400,000 shares of Series A Convertible Preferred Stock to be issued by
Nu-Wave. The Company was valued by the Board of Directors of Nu-Wave at two
million dollars ($2,000,000) and the Series A Convertible Preferred Stock has a
liquidation preference in that amount.
The Company is a manufacturer and distributor of food supplements and
health/diet products in the form of capsules, tablets, powders, liquids and
creams, with a well organized 40,000 square foot manufacturing facility, high
speed processing and packaging lines, and fully equipped laboratory. Nu-Wave
intends to continue such business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Statements and pro forma financial information are not available, but
will be filed together with exhibits as soon as practicable, but not later than
60 days after the due date of this report.
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 here unto duly authorized.
NU-WAVE HEALTH PRODUCTS, INC.
June 23, 1998 By: /s/ Kotha S. Sekharam
----------------------------
Kotha S. Sekharam, President
