SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Med Waste Inc – ‘8-K’ for 1/30/98

As of:  Tuesday, 2/17/98   ·   For:  1/30/98   ·   Accession #:  950144-98-1725   ·   File #:  0-22294

Previous ‘8-K’:  ‘8-K/A’ on 1/13/98 for 11/7/97   ·   Next:  ‘8-K’ on 10/16/98 for 10/2/98   ·   Latest:  ‘8-K/A’ on / for 2/23/01

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/17/98  Med Waste Inc                     8-K:2,7     1/30/98    2:64K                                    Bowne of Atlanta Inc/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Med/Waste, Inc. Form 8-K                               9     32K 
 2: EX-2.1      Stock Purchase Agreement                              26     73K 


8-K   —   Med/Waste, Inc. Form 8-K
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
3Item 7. Financial Statements and Exhibits:
6Pro Forma
8-K1st Page of 9TOCTopPreviousNextBottomJust 1st
 

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) January 30, 1998 ---------------- MED/WASTE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) [Enlarge/Download Table] DELAWARE 0-22294 65-0297759 ---------------------------------------------- --------------------- --------------------------------- (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) 6175 N.W. 153rd Street, Miami Lakes, Florida 33014 ---------------------------------------------------- (Address of principal executive office and Zip Code) Registrant's telephone number, including area code: (305) 819-8877 -------------- NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 35 Pages Exhibit Index on Page 3
8-K2nd Page of 9TOC1stPreviousNextBottomJust 2nd
Item 2. Acquisition or Disposition of Assets. On January 30, 1998, Med/Waste, Inc. (the "Company"), a Delaware corporation, sold 100% of the capital stock of The Kover Group, Inc. ("Kover"), an Ohio corporation to MPK Holdings, Ltd., an Ohio limited liability company ("MPK"). MPK is wholly owned by Phillip W. Kubec and Melissa Kubec, his wife (the "Kubecs"). Mr. Kubec was the president and chief executive officer of Kover and a director of the Company. The Company received aggregate consideration for the sale of Kover of $2,700,000, payable $1.2 million in cash at closing and the balance of $1.5 million in promissory notes. The Company received two promissory notes, one for $960,000 from MPK (the "MPK Note") and one for $540,000 from Kover (the "Kover Note"). The MPK Note is payable interest only monthly at the rate of 8.25% per annum, with the principal balance due at the end of five years. The Kover note is payable interest only monthly at the rate of 8.25% per annum with the principal due at the end of seven (7) years. The MPK Note is guaranteed by Kover and the Kubecs and is secured by a pledge of 100% of the capital stock of Kover. The Kover Note is guaranteed by MPK. The MPK and Kover Notes are subordinate to $1.6 million in financing received by MPK. The Kubec Guarantee is secured by a pledge of 20,000 shares of Common Stock of the Company owned by the Kubecs. The purchase was consummated pursuant to a Stock Purchase Agreement dated January 30, 1998, as amended (the "Agreement"). A copy of the Agreement is attached hereto as Exhibit 2.1 and incorporated hereby by this reference. The summary of the terms of the Agreement contained in this Form 8-K is qualified in its entirety by the more detailed information contained in the Agreement. Kover is a franchisee and franchisor of janitorial services to commercial businesses. Kover is a master franchisee of Coverall North America, Inc. with locations in Cleveland, Ohio, Pittsburgh, Pennsylvania, and South Florida. Its assets including accounts receivable, supplies, inventory, machinery and equipment and intangibles, such as contract rights remain intact. In connection with the closing, Phillip Kubec resigned as a member of the Board of Directors of the Company. Other than as stated there are no material relationships between the Company, MPK and Kubec. The amount of consideration paid by MPK for Kover was determined through arms-length negotiations between representatives of the Company and Kubec. - 2 -
8-K3rd Page of 9TOC1stPreviousNextBottomJust 3rd
Item 7. Financial Statements and Exhibits: (a) Financial Statements of business acquired: Not applicable (b) Pro forma financial information: Med/Waste, Inc. and Subsidiaries (i) Pro Forma Consolidated Balance Sheet as of September 30, 1997 (ii) Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 1997 (iii) Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 1996 (c) Exhibits. 2.1 Agreement dated January 30, 1998 by and between Med/Waste, Inc., The Kover Group, Inc., MPK Holdings, Ltd. and Phillip W. Kubec. Certain related transaction documents attached to the Stock Purchase Agreement are not being filed herewith. The Company undertakes to furnish a copy of any omitted exhibits to the Securities and Exchange Commission upon request pursuant to Item 601(b)(2) of Regulation S-B. The following is a list of the omitted exhibits to the Stock Purchase Agreement. EXHIBIT NO. ----------- Amendment to Articles of Incorporation of Kover..................8.1 $960,000 Promissory Note.........................................9.1 $540,000 Promissory Note.........................................9.2 Guaranty of MPK Holdings, Ltd....................................9.3 Guaranty of Phillip W. Kubec and Melissa L. Kubec................9.4 Pledge Agreement of MPK Holdings, Ltd............................9.5 Pledge Agreement of Phillip W. Kubec and Melissa Kubec...........9.6 - 3 -
8-K4th Page of 9TOC1stPreviousNextBottomJust 4th
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. MED/WASTE, INC., Delaware corporation DATE: February 17, 1998 By: /s/ DANIEL A. STAUBER --------------------------------- DANIEL A. STAUBER, President/Chief Executive Officer - 4 -
8-K5th Page of 9TOC1stPreviousNextBottomJust 5th
MED/WASTE, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS (UNAUDITED) The accompanying condensed consolidated pro forma financial statements illustrate the effect of the sale of 100% of the capital stock of The Kover Group Inc. ("Kover") on Med/Waste, Inc.'s and subsidiaries' ("Med/Waste") consolidated financial position and results of operations. On January 30, 1998, Med/Waste sold 100% of the capital stock of Kover. The accompanying unaudited consolidated pro forma financial statements illustrate the effect of the sale ("Pro Forma") on Med/Waste's financial position and results of operations. The condensed consolidated balance sheet as of September 30, 1997 is based on the historical balance sheet of Med/Waste and assumes the sale took place on that date. The condensed consolidated statements of operations for the nine months ended September 30, 1997 and for the year ended December 31, 1996 are based on the historical statements of operations of Med/Waste for those periods. The pro forma condensed consolidated statements of operations assume the sale took place on January 1, 1996. Such unaudited pro forma condensed consolidated financial statements also reflect the use of proceeds to reduce the existing debt. The unaudited pro forma condensed consolidated financial statements have been prepared by Med/Waste based upon assumptions deemed proper by it. The unaudited pro forma consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of Med/Waste or the results that would have actually occurred had the transaction been in effect for the periods presented. In addition, it should be noted that the Med/Waste's financial statements will reflect the disposition only from the actual closing date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and related notes of Med/Waste.
8-K6th Page of 9TOC1stPreviousNextBottomJust 6th
MED/WASTE INC. & SUBSIDIARIES Pro Forma Consolidated Balance Sheet September 30, 1997 [Enlarge/Download Table] Pro Forma ----------------------------------------------- As Reported Kover Adjustments Adjusted ----------- ----------- ----------- ----------- ASSETS Cash & cash equivalents 2,149,129 7,362 1,200,000 (1) 2,141,767 (1,200,000)(2) A/R - net of allowance 3,643,650 705,680 2,937,970 N/R - Autoclave 152,306 152,306 N/R - from Franchisee - current portion 1,096,604 1,096,604 0 N/R - Other 342,246 47,268 294,978 Inventory 171,869 171,869 Prepaid expenses 422,192 27,818 394,374 ---------- ----------- ----------- Total current assets 7,977,996 1,884,732 6,093,264 Land 230,000 230,000 N/R Net of current portion & allowance 2,024,225 1,330,388 1,500,000 (1) 2,193,837 for uncollectible notes Operating & office equipment, net 4,696,886 156,568 4,540,318 Other assets 798,822 38,768 760,054 Intangible assets, net 1,901,519 1,901,519 ---------- ----------- ----------- ----------- Total assets 17,629,448 3,410,456 1,500,000 15,718,992 ========== =========== =========== =========== LIABILITIES & EQUITY Liabilities A/P & accrued liabilities 1,014,570 146,588 867,982 Due to parent 403,518 403,518 (3) 0 Current portion of long term leases 525,866 13,333 512,533 Current portion of notes payable 2,532,993 530,381 (1,200,000)(2) 802,612 Customer deposits & other liabilities 59,694 59,694 Deferred revenue on franchise sales 56,853 56,853 ---------- ----------- ----------- Total current liabilities 4,189,976 1,150,673 2,242,821 Notes payable less current portion 5,374,604 5,374,604 Long term lease obligations, less current portion 372,603 372,603 ---------- ----------- ----------- Total Liabilities 9,937,183 1,150,673 7,990,028 Equity Preferred stock 243 243 Common stock 2,491 2,491 Add'l Paid in Capital 9,053,676 9,053,676 Subscription receivable - warrants (187,895) (187,895) Retained earnings (deficit) (1,145,593) 2,259,783 2,700,000 (1) (1,108,894) (403,518)(3) Less: Treasury stock (30,657) (30,657) ---------- ----------- ----------- ----------- Total Stockholders Equity 7,692,265 2,259,783 7,728,964 ---------- ----------- ----------- ----------- Total Liab. & Stockholders Equity 17,629,448 3,410,456 1,500,000 15,718,992 ========== =========== =========== =========== See notes to pro forma consolidated financial statements (unaudited)
8-K7th Page of 9TOC1stPreviousNextBottomJust 7th
MED/WASTE INC. & SUBSIDIARIES Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 1997 [Enlarge/Download Table] Pro Forma ------------------------------------------- As Reported Kover Adjustments Adjusted ----------- ----------- ----------- ----------- Revenues 16,076,376 8,696,100 7,380,276 Operating costs & expenses: Operating costs 11,487,361 6,648,810 4,838,551 Selling & administrative expenses 3,645,073 1,753,270 1,891,803 Amortization of intangibles 59,390 59,390 ----------- ----------- ----------- Total operating costs & expenses 15,191,824 8,402,080 6,789,744 Operating income 884,552 294,020 590,532 Other, net (160,422) 85,260 90,000(2) (62,869) 92,813(4) ----------- ----------- ----------- Net income 724,130 379,280 527,663 =========== =========== =========== Net income per share .16 .12 ----------- ----------- Weighted average shares outstanding 4,496,137 4,496,137 =========== =========== See notes to pro forma consolidated financial statements (unaudited)
8-K8th Page of 9TOC1stPreviousNextBottomJust 8th
MED/WASTE INC. & SUBSIDIARIES Pro Forma Consolidated Statement of Operations for the year ended December 31, 1996 [Enlarge/Download Table] Pro Forma As -------------------------------------------- Reported Kover Adjustments Adjusted ------------ ---------- ----------- ------------ Revenues 17,435,287 12,565,590 4,869,697 Operating costs & expenses: Operating costs 12,880,793 9,473,710 3,407,083 Selling & administrative expenses 4,365,884 2,668,857 261,389 (3) 1,958,416 Amortization of intangibles 43,819 43,819 ----------- ---------- ---------- ---------- Total operating costs & expenses 17,290,496 12,142,567 261,389 5,409,318 Operating income (loss) 144,791 423,023 (539,621) Other, net 70,535 120,000 (2) 314,285 123,750 (4) ----------- ---------- ---------- ---------- Net income 215,326 423,023 (17,639) (225,336) =========== ========== ========== ========== Net income (loss) per share .11 (.11) ----------- ---------- Weighted average shares outstanding 2,043,065 2,043,065 =========== ========== See notes to pro forma financial statements (unaudited)
8-KLast Page of 9TOC1stPreviousNextBottomJust 9th
MED/WASTE, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS (UNAUDITED) The pro forma adjustments to the condensed consolidated balance sheet and statements of operations are as follows: Note 1 - To reflect the sale of 100% of the capital stock of the Kover Group, Inc. ("Kover") for $2,700,000, of which $1,200,000 was paid at closing and the balance of $1,500,000 in two 8.25% promissory notes. The actual gain or loss to be recorded as of January 30, 1998 will differ from the estimated pro forma gain or loss in the September 30, 1997 pro forma financial statements. Such gain or loss on the sale has been excluded from the accompanying pro forma consolidated statements of operations as it represents a direct, nonrecurring effect of the transaction. The actual gain or loss is not anticipated to be material to Med/Waste's annual consolidated results of operations. Note 2 - To reduce outstanding borrowings and related interest expense as a result of the use of the $1,200,000 cash proceeds. Note 3 - To adjust for corporate overhead allocated to Kover in 1996. No allocation was made in 1997. Note 4 - To reflect interest income at 8.25% per year from the seller promissory notes.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:2/17/984
For Period End:1/30/9819
9/30/973910QSB
12/31/963810KSB
1/1/965
 List all Filings 
Top
Filing Submission 0000950144-98-001725   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 3:55:18.1am ET