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 Event Reported) October 23, 2001
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U.S. Medical Group
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-29579 88-0320389
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(Commission File Number) (I.R.S. Employer Identification No.)
1405 S. Orange Avenue, Suite 600, Orlando, FL 32806
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(Address of Principal Executive Offices) (Zip Code)
407-849-2288
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(Registrant's Telephone Number, Including Area Code)
NOVEMBER 5, 2001
U.S. MEDICAL GROUP
(OTCBB:USMG)
FORM 8-K
ITEM 5. OTHER EVENTS.
RECEIPT OF ACQUISITION PROPOSAL
On October 23, 2001, U.S. Medical Group, Inc. (the "Company") announced the
receipt of an offer from Thomas F. Winters, the Company's Chairman of the Board
and Chief Executive Officer, Richard Langley, a director and the Company's
President, and Sandra Thompson, a director and the Company's Treasurer and
Secretary, to acquire the Company.
On October 23, 2001, the Company issued a press release disclosing the receipt
of the acquisition proposal. A copy of the press release is attached hereto as
an exhibit.
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U.S. MEDICAL GROUP, INC. ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL
ORLANDO, Fla.--(BUSINESS WIRE)--Oct. 23, 2001--U.S. Medical Group, Inc.
(OTCBB:USMG - news), announced today that the Company has received an offer from
Thomas F. Winters, the Company's Chairman of the Board and Chief Executive
Officer, Richard Langley, a director and the Company's President, and Sandra
Thompson, a director and the Company's Treasurer and Secretary, to acquire the
Company.
Messrs. Winter and Langley, and Ms. Thompson, have informed the Company that
certain other shareholders, who are identified in the Company's most recent
proxy statement under the caption "Stock Ownership of Certain Beneficial Owners
and Management," are expected to join in the acquisition of the remaining shares
of the Company. Such persons control approximately 76% of the Company's
outstanding shares and have proposed to purchase all the remaining shares of the
Company for a cash price of $0.30 per share.
The Company has not responded to the proposal. It is currently seeking to
appoint a qualified person to the Board of Directors who is not otherwise
affiliated with the Company or with any person who is involved with the
acquisition proposal. The independent board member will be responsible for
reviewing and evaluating the acquisition proposal. The independent board member
is expected to engage the services of an investment-banking firm with no prior
working relationship with the Company or any person involved with the
acquisition proposal to assist in analyzing the proposed transaction.
Consummation of the proposed transaction is subject to various conditions,
including (1) negotiation and execution of definitive agreements, (2) obtaining
of financing by the acquirors sufficient to consummate the proposed transaction,
(3) approval by the shareholders and Board of Directors, (4) there being no
legal or judicial restraints or prohibitions preventing completion of the
proposed transaction, increasing the proposed consideration or imposing material
damages, (5) the holders of not more than 5% of the outstanding shares having
properly demanded dissenters' rights of appraisal, and (6) the holders of a
majority of the company's stock options approving certain amendments to the
company's stock option plan.
This press release contains forward-looking statements of the Company within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, regarding a possible
transaction by the Company. Consummation of any transaction would be subject to
the conditions described above as well as other market conditions outside the
Company's or acquiror's control. Actual events may differ materially from the
statements included in this release. There can be no assurance that a definitive
acquisition agreement will be executed and delivered, that acceptable financing
will be arranged, or that the proposed transaction will be consummated. This
press release does not constitute an offer of any securities for sale.
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.
U.S. Medical Group, Inc.
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(Registrant)
Dated: November 8, 2001 By: /s/ Charles Baumann
Name: Charles Baumann
Title: CFO