-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiPTIumw9A13nLSVCmIUWub6Nb5gce7y956QW9+FCLcsav4XAM5drKy3LLnasp+a yzql0q1tZdce6qHXYpy1jg== 0001077357-00-000153.txt : 20000512 0001077357-00-000153.hdr.sgml : 20000512 ACCESSION NUMBER: 0001077357-00-000153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000511 ITEM INFORMATION: FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICAL SAFETY PRODUCTS INC CENTRAL INDEX KEY: 0001063530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 650565144 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24921 FILM NUMBER: 626526 BUSINESS ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 BUSINESS PHONE: 9419277874 MAIL ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 8-K 1 CURRENT REPORT 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 Report (Date of earliest event reported) May 11, 2000 (May 4, 2000) Surgical Safety Products, Inc. -------------------------------------------- (Name of small business issuer in its charter) New York 65-0565144 - ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2018 Oak Terrace, Sarasota, Florida 34231 - ------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (941) 927-7874 Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered None - ----------------------------- ------------------------- Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value ----------------------------------- (Title of class) Copies of Communications Sent to: Mercedes Travis, Esq. Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696; Fax: (561) 659-5371 Item 6. Resignations of Registrant's Directors On May 4, 2000, David Collins, a Director of the Company notified the Board of Directors by e-mail that he was tendering his resignation immediately and that he requested his resignation to be made public. With such resignation, he provided a copy of a letter addressed to the Securities and Exchange Commission ("SEC") which he had sent that day. In his resignation letter, Mr. Collins stated that he has serious objections to the way in which senior management is running the Company. Mr. Collins claimed that there were inaccurate and improper disclosures in the latest Form 10K filed with the SEC which he specifically addressed in his letter to them. They included the fact that Mr. Collins' signature was listed in the filing when he claimed he would not sign and that there is improper disclosure as the status of the line of credit with SouthTrust Bank. In the resignation letter, also he voiced concerns about Dr. Swor's Internet postings. Mr. Collins claims that Dr. Swor's practices could mislead investors and be in violation of the SEC rules. The Company is in disagreement with the views expressed by Mr. Collins. As to the signature on the Form 10, specifically, at the time of the filing of the Form 10K, Mr. Collins advised the Company that he was suspending his services pending resolution of outstanding compensation matters. The Company believed at the time that these matters were being resolved and Mr. Collins had tacitly agreed to sign in his capacity as the Chief Financial Officer of the Company. At the last possible moment, Mr. Collins advised the Company that he would not sign. The Company advised Mr. Collins that it believed that his actions amounted to blackmail and asked him to resign. He refused and withheld his resignation. The Company has appointed Dr. Swor to act as the Acting Chief Financial Officer pending appointment of a permanent replacement. While the Company has reached agreement with the permanent replacement, such party has asked that no disclosure be made about the appointment until commencement of services with the Company. The Company anticipates that the permanent replacement will be on staff within the next thirty (30) days. The Company intends to file an Amended Form 10K with Dr. Swor signing as the Acting Chief Financial Officer. As to the SouthTrust Bank line of credit, Mr. Collins is incorrect that such line of credit was canceled. In January 2000, the Company was advised by the bank that they were planning not to renew the line because the loan was undercollateralized. Dr. Swor called the bank and the bank advised him that they would review the situation. Nothing occurred for some time, and the Company assumed that the line was continued. By letter dated March 28, 2000, SouthTrust Bank apologized to the Company for not providing the quality of service it expected and advising the Company that it intended to correct the past failures and return their relationship to a satisfactory and properly serviced relationship. Further they confirmed that they wanted to continue their association with the Company on a positive note in the future with the extension of the credit line for the Company. This confirmation was made to the Company prior to the filing of the Form 10K. On this note, the bank called the Company last week to advise it that it was preparing the documentation to officially extend the line. Today, the Company confirmed that the line of credit had never been canceled nor had the note ever been called. As to the accusations against Dr. Swor and his Internet posting, Dr. Swor began policing the bulletin board called "Raging Bull" after the matter with Steven King and Insidestock.com. This was undertaken because both he and the Company are concerned that unsubstantiated information is not allowed to proliferate so as to give the investment public false expectations. Initially, Dr. Swor signed on under a pseudonym. About six (6) months ago, he purchased a computer for his home and he began to use his own name as well. The reason why he has two postings is because he cannot sign onto the bulletin board under the same name from two different computers. While the computer in the office has the original pseudonym, his computer at home has his own name. Rather than selectively electing which name to use, the fact is that Dr. Swor uses the name which attaches to the computer from which he is working and he addresses the "Raging Bull" postings when he has the time. Since Dr. Swor is a practicing physician, as well as the Chairman of the Board of the Company and its Chief Executive Officer, there are times when he can only be on the Internet at quiet times. However, it is the Company's and Dr. Swor's belief that rather than misleading the public, the intent has always been to be sure that incorrect and unsubstantiated information is addressed. Dr. Swor believes that a review of his postings will support the propriety of his actions. Exhibits 17.1 * Letter of Resignation sent by e-mail to the Board of Directors dated May 4, 2000 17.2 * Letter from Mr. Collins to the SEC dated May 4, 2000 17.3 * Letter from SouthTrust Bank to the Company dated March 28, 2000 * Filed herewith SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Surgical Safety Products, Inc. (Registrant) Date: May 11, 2000 By:/s/ Dr. G. Michael Swor ------------------------------- Dr. G. Michael Swor Chief Executive Officer and Acting Chief Financial Officer By:/s/ Donald K. Lawrence -------------------------------- Donald K. Lawrence President and Chief Operating Officer EX-17.1 2 LETTER OF RESIGNATION EXHIBIT 17.1 Subj: SURG Board of Directors Date: 5/4/2000 12:23:25 PM Eastern Daylight Time From: dgcollins@home.com (David Collins) Reply-to: dgcollins@home.com To: apistuart@msn.com ('Jim Stuart (E-mail)'), Snorton@nghl.com ('Sam D. Norton Esq. (E- mail)'), suture7354@aol.com (Frank (Suture) (E-mail)), mswor@home.com, donl@ssp-inc.com CC: mjtbenz@aol.com, mintmireFL@aol.com, rlane@kbgrp.com ---------------- ------------------- --------------- File: Letterhead-to SEC.doc (20992 bytes) DL Time (49333 bps): < 1 minute To: The Board of Directors of Surgical Safety Products: As you may know, I have serious objections to the way the senior management is running the business. One of my concerns is the inaccurate and improper disclosures in the latest Form 10-K filed with the SEC. To clarify my position, attached is a copy of my letter that was sent today to the SEC. Another concern is the CEO's Internet postings. He posts on Raging Bull both under his name and also anonymously. He posts during "quiet times" and chooses when to admit who he is and when to use his pseudonym. I believe his practices can mislead investors and are violations of SEC rules. Therefore, effective immediately, I am resigning from the Board of Directors. I request that you make the reasons for my resignation public and available to investors. I also request that you make copies of this e-mail available to the Board Members that do not have access to e-mail. Sincerely, /s/ David Collins David Collins EX-17.2 3 LETTER FROM MR. COLLINS TO SEC EXHIBIT 17.2 DAVID G. COLLINS 567 Fallbrook Drive * Venice, FL 34292 (941) 492-4819 - ------------------------------------------------------------------------------- May 4, 2000 SEC Division of Enforcement Enforcement Complaint Center 450 Fifth St. NW Washington DC 20459-0710 RE: Surgical Safety Products, Inc. - Your File No. 000-24921 Gentlemen: I have resigned from the Board of Directors of Surgical Safety Products because of my disagreements with management over how the company is being managed and operated. My disagreements with management include my objection to their inaccurate and improper disclosures in the latest Form 10-K filed by the company. My understanding of the SEC regulations is that you may want to investigate this matter. Among the inaccurate and improper disclosures are the following: First, Michael Swor, the CEO of the business advised me that the bank had canceled the line of credit it had previously granted to the company. However, this has not been disclosed. Every reference in the company's Form 10-K indicates that the line of credit will continue for several years. Because of the serious shortage of funds at the company, this is probably a material omission that could mislead investors. Second, contrary to my instructions, the company represented that I signed the Form 10-K as the Chief Financial Officer of the Company. Prior to filing of the Form 10-K, I advised them not to use me as a signatory on the document. The Company disregarded these communications and filed the report using my name as CFO. For many years, I have been the Chief Financial Officer of various public companies and earned a reputation for integrity in the discharge of all my financial reporting responsibilities. Considering the above, I would be remiss if I remained silent and did not bring these matters to your attention. Sincerely, /s/ David G. Collins David G. Collins cc: Board of Directors of Surgical Safety Products EX-17.3 4 LETTER FROM SOUTHTRUST BANK EXHIBIT 17.3 SouthTrust Bank [Graphic logo] Suncoast P.O. Box 4705 Sarasota, Florida 34230 (941) 361-2000 March 28, 2000 Michael Swor, M.D., M.B.A. Surgical Safety Products, Inc. 2018 Oak Terrace Sarasota, FL 34231 Dear Dr. Swor: I recently visited with you regarding your banking relationship with South Trust Bank. Due to staffing changes and other factors, we have not provided the quality of service you expect. The purpose of my visit was to correct that situation. I have not been successful in accomplishing that task. Mike, I'm not sure why I was not successful, but I do know I owe you an apology. It is my desire to correct past failures to return your relationship to a satisfactory and properly serviced relationship. We want to continue our association on a positive note in the future with the extension of the credit line for your company as well as address any other issues. I have asked Lori Meeder, Manager of Private Banking, to handle your future banking needs. I will ask Lori to call you during the week of April 3rd to schedule a meeting with you to allow us to re-establish the relationship and to move forward to the future. Again, I apologize for the unacceptable quality of service you have received in the past. I look forward to restoring your banking relationship to the satisfactory and enjoyable relationship to which you are entitled as a customer of our bank. Respectfully, /s/Jerry L. Scott Jerry L. Scott Senior Vice President/Senior Lender -----END PRIVACY-ENHANCED MESSAGE-----