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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) July 9, 1998
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 (File Number) (I.R.S. Employer
jurisdiction of 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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 26, 1998, Nu-Wave Health Products, Inc., a Florida
corporation ("Nu-Wave") acquired Becan Distributors, Inc., an Ohio corporation
("Becan"). At the closing, Nu-Wave acquired all of the issued and outstanding
capital stock of Becan, in exchange for common stock in Nu-Wave.
The Becan shareholders will receive a total of 1,500,000 shares of
Nu-Wave common stock upon the filing by Nu-Wave of Articles of Amendment to its
Articles of Incorporation which effect a one for three reverse stock split. The
reverse stock split is expected to be effective in August, 1998, but no record
date has yet been established. The acquisition was accomplished in accordance
with the terms of an Agreement and Plan of Reorganization dated June 26, 1998,
by and among Nu-Wave and the shareholders of Becan. The number of shares of
Nu-Wave common stock to be issued by Nu-Wave in consideration of the shares of
Becan common stock was determined based upon the relative estimated value of
each of the companies and was approved by unanimous vote of the Board of
Directors of Nu-Wave, including the members of the Board of Directors of
Nu-Wave who were not affiliated with Becan. Manju Taneja, the wife of Jugal K.
Taneja (the Chairman and Chief Executive Officer of the Company), and their two
sons, Mihir and Mandeep, collectively owned approximately 68% of the issued and
outstanding Becan common stock. At the time of the acquisition, Mrs. Taneja was
the beneficial owner of 51%, Jugal K. Taneja was the owner of 13%, and Mihir
Taneja was the owner of less than 1%, of the outstanding Nu-Wave common stock.
Jugal K. Taneja was and continues to be the Chairman of the Board of both
Nu-Wave and Becan. Nu-Wave will account for the acquisition as a pooling of
interests for accounting purposes.
Becan is engaged in the wholesale business of distributing
pharmaceuticals and health and beauty products to independent pharmacies,
regional and national chain drug stores, alternate care facilities, mail order
facilities, mass merchandisers, deep discounters, and brokers. In addition,
Becan has several "branded" items as to which it has sole distribution and
marketing rights. These products are sold through the above mentioned trade
channels.
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It was determined by Management of Nu-Wave that it would be in the
best interest of Nu-Wave to acquire Becan to further certain of its business
objectives, including without limitation, providing additional sales and
expanded marketing and distribution channels for Nu-Wave.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Statements and pro forma financial information are not available, but
will be filed 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.
Date: July 9, 1998 /S/ Kotha S. Sekharam
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Kotha S. Sekharam, President
