UNITED STATES
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 Event Requiring Report: June 10, 2002
NOVAMED, INC.
(Exact Name of Registrant as Specified on its Charter)
000-26927 77-0443643
--------- ----------
(Commission File Number) (IRS Employer Identification Number)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
1403 East 900 South, Salt Lake City, Utah 84105
(Address of Principal Executive Offices)
(801) 582 9609
(Registrant's Telephone Number, Including Area Code)
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Item 2. Disposition of Assets.
On June 10, 2002, NovaMed Medical Products Manufacturing Inc. ("Company"), a
wholly owned subsidiary of NovaMed, Inc. ("NovaMed") executed an Assets Sale and
Liabilities Assignment Agreement ("Agreement") with Kingsley International, Ltd.
("Kingsley") for the sale of all its assets including equipment, materials,
packaging, intellectual property, patents and patents pending in exchange for
Kingsley's assumption of certain Company liabilities detailed in the Agreement.
Kingsley is owned by Greico II, Inc. and AAB Corp, both entities are related to
Novamed by virtue of share ownership. The assets sold by the Company in the
transaction were valued at $28,590 in exchange for Kingsley's assumption of
liabilities in the amount of $71,064.65.
The disposition of assets related to NovaMed's Inc.'s breast implant business is
part of a restructuring of NovaMed designed to reduce liabilities in order to
make the company more attractive for new business opportunities that might bring
future value to its shareholders.
ITEM 7. Financial Statements and Exhibits
The following exhibit is included:
"A" Assets Sale and Liabilities Assignment Agreement executed as of June 10,
2002 between NovaMed Medical Products Manufacturing, Inc. and Kingsley
International, Ltd.
Pursuant to the requirement 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.
Dated: June 18, 2002
NovaMed, Inc.
A Nevada corporation
By: /s/ Ruairidh Campbell
------------------------------------
Ruairidh Campbell
President
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Exhibit "A"
ASSETS SALE AND LIABILITIES ASSIGNMENT AGREEMENT
THIS ASSETS SALE AND LIABILITIES ASSIGNMENT AGREEMENT (this "Agreement"), dated
effective as of March 31, 2002 is between NovaMed Medical Products
Manufacturing, Inc., a Minnesota corporation ("NovaMed") and Kingsley
International, LTD., with it's corporate office located in Texas. ("Kingsley").
RECITALS
A. NovaMed is the sole owner and responsible party for certain assets,
including patents and patents pending, and liabilities connected to
the development and manufacture of breast implant products.
B. NovaMed, Inc. is the parent company and sole owner of NovaMed.
C. Graeco II LTD a Texas Corporation and AAB Corp. a Minnesota
Corporation own 100% of the outstanding shares of Kingsley.
D. NovaMed desires to sell and Kingsley desires to purchase the assets in
exchange for assuming responsibility for the payment of certain
liabilities of NovaMed thereby absolving NovaMed from future
obligation for paying such liabilities pursuant to the terms and
conditions of this Agreement.
AGREEMENT
In consideration of the foregoing recitals and the mutual promises contained
herein, NovaMed and Kingsley hereby agree as follows:
1. Purchase and Sale of Assets and the Assignment of Certain Liabilities..
Purchase and Sale of Assets and the Assignment of Certain Liabilities.. Purchase
and Sale of Assets and the Assignment of Certain Liabilities.
1.1 ASSETS AND LIABILITIES NovaMed agrees to sell and assign to Kingsley
(a) ownership or assignment of all NovaMed patents or patents pending; and (b)
all assets including but not limited to those detailed in Appendix "A" to this
Agreement.
In consideration for the purchase and sale of NovaMed's assets Kingsley does
hereby agree to assume the obligation by assignment to pay certain liabilities
of NovaMed as detailed in Appendix "B" to this Agreement thereby absolving
NovaMed from future obligation for paying such liabilities and to provide other
valuable consideration the receipt of which is hereby acknowledged by NovaMed.
2. Closing Date; Delivery.
2.1 Closing Date. The Closing Date for the purchase and sale of the assets
and the assignment of certain obligations of NovaMed is May 1, 2002, on or about
the date as may be agreed in writing by NovaMed and Kingsley.
2.2 Deliveries at Closing.
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(a) Deliveries of NovaMed and Kingsley. At the Closing, NovaMed will
deliver to Kingsley (1) an executed copy of this Agreement evidencing the
transfer of ownership of all assets to Kingsley and the assignment of
responsibility for the assumption of the specific liabilities of NovaMed by
Kingsley as detailed in Appendix B to this Agreement; (2) all of NovaMed's
documents or title pertaining to its rights interests in any patents or patents
pending and; (3) all such other documents and instruments as Kingsley may
reasonably request to confirm that NovaMed has performed all of its obligations
and fulfilled all of the conditions of this Agreement.
(b) Deliveries of Kingsley to NovaMed. At the Closing, Kingsley will
deliver to NovaMed (1) an executed copy of this Agreement evidencing the
transfer of ownership of the assets and assumption of the specific liabilities
of NovaMed by Kingsley as detailed in Appendix A and Appendix B to this
Agreement; and (2) all such other documents and instruments as NovaMed may
reasonably request to confirm that Kingsley has performed all of their
obligations and fulfilled all of the conditions of this Agreement.
3. Representations and Warranties of NovaMed. NovaMed hereby represents and
warrants to Kingsley that the matters set forth in the this Section 3 are true
and correct:
3.1 Organization, Standing and Authority of NovaMed.
(a) Organization. NovaMed is a corporation duly organized and validly
existing under the laws of the State of Minnesota and is in good standing as a
domestic corporation under the laws of said State.
(b) Charter Documents. NovaMed has furnished counsel for Kingsley with true
and complete copies of its Articles of Incorporation, as amended to date, and
its Bylaws as currently in effect.
(c) Corporate Power. NovaMed has all requisite corporate power to enter
into this Agreement and to carry out- and perform its obligations hereunder.
(d) Authorization for Agreement. The execution and performance of this
Agreement by NovaMed has been duly authorized by its Board of Directors and by
the Board of Directors of its parent company NovaMed, Inc.. Upon execution and
delivery of this Agreement on behalf of NovaMed, this Agreement will constitute
the valid and legally binding obligation of NovaMed, enforceable in accordance
with its terms and conditions. The execution, delivery and performance of this
Agreement and compliance with the provisions hereof by NovaMed does not and will
not conflict with, or result in a breach or violation of the terms, conditions
or provisions of, or constitute a default under, or result in the creation or
imposition of any lien pursuant to the terms of, NovaMed's Articles of
Incorporation, as amended, NovaMed's current Bylaws, or any statute, law, rule
or regulation or any order, judgment, decree, indenture, mortgage lease or other
agreement or instrument to which NovaMed is subject.
4. Representations and Warranties of Kingsley. Kingsley hereby represents and
warrants to NovaMed that the matters set forth in the following subsections of
this Section 4 are true and correct.
4.1 Corporate Organization
(a) Organization. Graeco II Ltd. a Texas corporation and AAB Corp. a
Minnesota corporation own 100% of the outstanding shares of Kingsley
International, Ltd.
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4.2 Due Execution and Enforceability. The execution, delivery and performance of
this Agreement has been duly and validly authorized by the Board of Directors of
Kingsley. Kingsley has taken all such other action necessary or required to
enter into, execute and deliver this Agreement and to perform its obligations
hereunder. Upon execution and delivery of this Agreement on behalf of Kingsley,
this Agreement shall constitute the valid and legally binding obligation of
Kingsley enforceable in accordance with its terms and conditions.
5.Closing.
5.1 Obligations of Kingsley5.1Obligations of Kingsley.1 Obligations of
Kingsley. The obligations of Kingsley to purchase certain assets and assume
responsibility for specific liabilities of NovaMed are subject to the
fulfillment to Kingsley's satisfaction of the following conditions, which have
been satisfied or waived in whole or in part as of the Closing Date by Kingsley.
(a) Representations and Warranties True at Closing. The representations and
warranties made by NovaMed in Section 3 above shall be true and correct in all
materials respects as of the Closing Date, and NovaMed shall have performed and
complied with all obligations to be performed by it under this Agreement.
(b) Authorization. NovaMed shall have obtained the Board of Directors
approval of NovaMed, Inc. as required to authorize its participation in the
transaction described in this Agreement.
(c) Due Diligence Satisfactory. Kingsley has received all of
the information reasonably requested by it from NovaMed in connection with this
transaction, and, based on its due diligence investigation, is satisfied with
the description of the assets as detailed in Appendix A to this Agreement.
(d) Documents and Instruments Satisfactory. All documents and instruments
to be provided by NovaMed in connection with the transactions contemplated by
this Agreement are satisfactory in form and substance to counsel for Kingsley.
5.2 Conditions to Obligations of NovaMed. The obligations of NovaMed to
consummate this Agreement and carry out and perform its obligations hereunder
are subject to the satisfaction of all of the following conditions which have
been satisfied or waived in whole or in part as of the Closing Date by NovaMed.
(a) Representations and Warranties True at Closing. The representations and
warranties made by Kingsley in Section 4 above shall be true and correct in all
material respects on and as of the Closing Date. Kingsley shall have performed
and complied in all material respects with all obligations to be performed by it
under this Agreement on or before the Closing Date.
(b) Authorization. Kingsley shall have obtained all Board of Directors and
shareholder approval necessary to authorize their participation in the
transaction described in this Agreement.
(c) Documents and Instruments Satisfactory. All documents and instruments
to be provided by Kingsley in connection with the transactions contemplated by
this Agreement are satisfactory in form and substance to counsel for NovaMed.
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6.Covenants and Agreements of NovaMed6.Covenants and Agreements of
NovaMed.Covenants and Agreements of NovaMed.
6.1 Access to Information. NovaMed warrants that the authorized
representatives of Kingsley have had access during normal business hours to the
properties, facilities, books, records, contracts and documents of NovaMed and
NovaMed has furnished or caused to be furnished to the authorized
representatives of Kingsley copies of all documents and all information with
respect to the affairs and businesses of NovaMed that Kingsley's representatives
have reasonably requested.
7.Miscellaneous.
7.1 Successors and Assigns. This Agreement and the terms and conditions
contained herein are binding upon, and will inure to the benefit of, the parties
hereto and their respective representatives, executors, administrators, heirs,
successors and assigns, but, except as otherwise specifically provided herein,
neither this Agreement nor any rights or obligations hereunder may be assigned,
directly, indirectly, voluntarily or involuntarily, except by operation or law,
by any party to this Agreement.
7.2 Governing Law; Severability. This Agreement will be governed by and
construed in accordance with the laws of the State of Minnesota. If any
provision of this Agreement is found to be invalid, illegal or unenforceable in
any respect, such provision will be enforced to the maximum extent possible and
the remaining provisions of this Agreement will continue unaffected.
7.3 Waivers. No waiver by any party hereto of any term or condition of this
Agreement will be effective unless set forth in writing signed by such party. No
waiver of any provision of this Agreement will be deemed a waiver of any other
provision, or constitute a continuing wavier unless otherwise expressly provided
in writing by the waiving party. No failure or delay on the part of any party in
exercising any right, power or privilege under this Agreement will operate as a
waiver thereof, nor will a single or partial exercise thereof preclude any other
or further exercise of any other rights, powers or privileges.
7.4 Entire Agreement; Modifications. This Agreement, together with the
appendixes attached hereto, each of which is incorporated herein by this
reference, constitutes the entire agreement among the parties hereto pertaining
to the subject matter hereof and supersedes in its entirety all prior and
contemporaneous agreements, understandings, negotiations and discussions between
the parties, whether oral or written, with respect to the subject matter of this
Agreement. No supplement, modification or amendment to this Agreement will be
binding unless executed in writing by Kingsley and NovaMed.
7.5 Notices. All notices and other communications required or permitted
under this Agreement will be in writing and may be hand delivered, mailed by
first-class mail, postage prepaid, or sent via facsimile. Unless otherwise
agreed to in writing by the parties, such notices and other communications shall
be addressed as follows:
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If to NovaMed: If to Kingsley:
Ruairidh Campbell, President Mark Salisbury, Officer
NovaMed Medical Products Manufacturing, Inc. Kingsley International, Inc.
1403 East 900 South 5009 Lake Avenue North Unit 304
Salt Lake City, Utah 84105 White Bear Lake, MN 55110
Telephone: (801) 582-9609 Telephone: (651) 426-6660
Facsimile: (801) 582-9629 Facsimile: (651) 407-6911
7.6 Counterparts7.7 Counterparts.7 Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.7.7 Headings;
References. Headings used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth below, to be effective for all purposes as of the date first written
above.
NOVAMED MEDICAL PRODUCTS MANUFACTURING, INC., a Minnesota KINGSLEY WORLDWIDE,
LTD, corporation
By: /s/ Ruairidh Campbell
--------------------------------
Ruairidh Campbell, President By: /s/ Mark Salisbury
---------------------------
Mark Salisbury, Officer
SIGNIFICANT CREDITORS ACCEPTING THE
TERMS OF THIS AGREEMENT
AAB CORPORATION
By: /s/ Arthur A. Beisang
---------------------------------
Arthur A. Beisang, Officer
GRAECO II, LTD.
By: /s/ Mark Salisbury
-----------------------------
Mark Salisbury, Officer
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