-----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, Ut0XmiVBF3seMV/tgwXA2kt6tLkiKWlbuPizJeD5+iS9KXbEBB0nhSNYW0dwfc3j di681WNi3XMoEqZkPNyaeQ== 0000927016-99-003997.txt : 19991223 0000927016-99-003997.hdr.sgml : 19991223 ACCESSION NUMBER: 0000927016-99-003997 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRAMAX PRODUCTS INC /DE/ CENTRAL INDEX KEY: 0000818467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061200464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18671 FILM NUMBER: 99778790 BUSINESS ADDRESS: STREET 1: 51 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 BUSINESS PHONE: 9782831800 MAIL ADDRESS: STREET 1: 51 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 8-K 1 FORM 8-K 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) DECEMBER 21, 1999 ----------------- NUTRAMAX PRODUCTS, INC. ------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-18671 061200464 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) 51 BLACKBURN DRIVE, GLOUCESTER, MASSACHUSETTS 01930 --------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (978) 282-1800 -------------- Item 5. Other Events. - --------------------- NutraMax Products, Inc. (the "Company") has entered into a First Amendment to Forbearance Agreement and Amendment with its senior lenders, pursuant to which such lenders agreed to waive certain provisions of the original Forbearance Agreement dated December 1, 1999 requiring the sale of the Company's Optopics division and the lenders' receipt of a refinancing proposal by December 15, 1999. The Company submitted two refinancing proposals to its lenders early last week. Each of the proposals provided liquidity for the Company to pay and preserve its trade credit. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- (c) Exhibits Exhibit Name - ------- ---- 10.1+ First Amendment to Forbearance Agreement and Amendment effective as of December 15, 1999 by and among NutraMax Products, Inc., its various subsidiaries signatory thereto, the lenders signatory thereto (the "Lenders"), and BankBoston, N.A. as agent for the Lenders. 99.1+ Press Release issued for publication on December 21, 1999. ____________________ + Filed herewith. 2 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 thereunto duly authorized. NUTRAMAX PRODUCTS, INC. Date: December 21, 1999 By: /s/ David J. Radeke ---------------------------- David J. Radeke Executive Vice President and Chief Operating Officer 3 EXHIBIT INDEX ------------- Exhibit Name - ------- ---- 10.1+ First Amendment to Forbearance Agreement and Amendment effective as of December 15, 1999 by and among NutraMax Products, Inc., its various subsidiaries signatory thereto, the lenders signatory thereto (the "Lenders"), and BankBoston, N.A. as agent for the Lenders. 99.1+ Press Release issued for publication on December 21, 1999 ______________________ + Filed herewith. EX-10.1 2 FORBEARANCE AGREEMENT FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT ------------------------------------------------------ This First Amendment to Forbearance Agreement and Amendment is made as of the 15th day of December, 1999 by and among Nutramax Products, Inc. (hereinafter, the "BORROWER"), a Delaware corporation with its principal executive offices at 9 Blackburn Drive, Gloucester, Massachusetts; Nutramax Holdings, Inc., Nutramax Holdings II, Inc, Optopics Laboratories Corp., Fairton Realty Holdings, Inc., Oral Care, Inc., Powers Pharmaceutical Corp., Florence Realty, Inc., Certified Corp., First Aid Products, Inc., Adhesive Coatings, Inc., Elmwood Park Realty, Inc. and F.A. Products, L.P. (individually, a "GUARANTOR" and collectively, the "GUARANTORS"); BankBoston, N.A., National Bank of Canada, Fleet National Bank, The Sumitomo Bank Limited, and Senior Debt Portfolio (hereinafter collectively, the "BANKS") BankBoston, N.A., as Agent for the Banks (hereinafter, in such capacity, the "AGENT"), having a principal place of business at 100 Federal Street, Boston, Massachusetts 02110; in consideration of the mutual covenants herein contained and benefits to be derived herefrom, W I T N E S S E T H: WHEREAS, the Borrower, the Guarantors, the Banks and the Agent entered into a Forbearance Agreement and Amendment dated as of December 1, 1999 ( the "Forbearance Agreement"); and WHEREAS, the Borrower, the Guarantors, the Banks, and the Agent desire to modify and amend the Forbearance Agreement, as provided herein. NOW, THEREFORE, it is hereby agreed as follows: 1. Definitions. All capitalized terms used herein and not otherwise ----------- defined shall have the same meaning herein as in the Forbearance Agreement. 2. Amendments to Section 5. The provisions of (S)5 of the Forbearance ------------------------ Agreement are hereby amended (a) by deleting the date "December 15, 1999" appearing in (S)5(d) thereof and substituting the date "February 5, 2000" in its stead. (b) by deleting the provisions of (S)5(g) thereof in their entirety. 3. Ratification of Loan Documents. Except as provided herein, all terms ------------------------------ and conditions of the Forbearance Agreement and the other Loan Documents remain in full force and effect. The Borrower and the Guarantors each hereby ratify, confirm, and reaffirm all representations, warranties, and covenants contained therein and hereby represents that, after giving effect to this First Amendment, no Termination Events exist thereunder. The Borrowers and Guarantors each further acknowledge and agree that the Borrower and the Guarantors do not have any offsets, defenses, or counterclaims against the Agent or any Bank, and to the extent that any such offsets, defenses, or counterclaims may exist, the Borrower and each Guarantor hereby waives and releases the Agent and Banks therefrom. 4. Miscellaneous. ------------- (a) This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. IN WITNESS WHEREOF, the undersigned have hereunto executed this First Amendment as a sealed instrument as of the date first above written. NUTRAMAX PRODUCTS, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ 2 AGREED: NUTRAMAX HOLDINGS, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ NUTRAMAX HOLDINGS II, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ OPTOPICS LABORATORIES CORP. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ FAIRTON REALTY HOLDINGS, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ ORAL CARE, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ POWERS PHARMACEUTICAL CORP. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ FLORENCE REALTY, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ 3 CERTIFIED CORP. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ FIRST AID PRODUCTS, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ ADHESIVE COATINGS, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ ELMWOOD PARK REALTY, INC. By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP & COO ------------------------ 4 F.A PRODUCTS, L.P. By First Aid Products, Inc., its general partner By /s/ David J. Radeke --------------------------- Print Name: David J. Radeke ------------------- Title: Executive VP and COO ------------------------- AGREED AND ACCEPTED BY BANKBOSTON, N.A. By /s/ Robert J. Riley --------------------------- Print Name: Robert J. Riley -------------------- Title: Authorized signer ------------------------ NATIONAL BANK OF CANADA By /s/ Robert J. Gauch, Jr. --------------------------- Print Name: Robert J. Gauch, Jr. ------------------- Title: Vice President ------------------------ By /s/ LoriAnn Curnyn --------------------------- Print Name: LoriAnn Curnyn ------------------- Title: Group Vice President ------------------------ FLEET NATIONAL BANK By /s/ Robert J. Riley --------------------------- Print Name: Robert J. Riley -------------------- Title: Authorized signer ------------------------ THE SUMITOMO BANK LIMITED By --------------------------- Print Name: ------------------- Title: ------------------------ 5 SENIOR DEBT PORTFOLIO By /s/ Scott H. Page --------------------------- Print Name: Scott H. Page ------------------- Title: Vice President ------------------------ BANKBOSTON, N.A., AS AGENT By --------------------------- Print Name: ------------------- Title: ------------------------ 6 EX-99.1 3 NEWS RELEASE Exhibit 99.1 ------------ NutraMax logo appears here - -------------------------------------------------------------------------------- NEWS RELEASE DAVID RADEKE, Chief Operating Officer IMMEDIATE (978) 282-1800 December 21, 1999 NUTRAMAX UPDATES PROGRESS WITH LENDERS GLOUCESTER, MA -- NUTRAMAX PRODUCTS, INC. announced today that its bank lenders have waived provisions of the December 1, 1999 Forbearance Agreement requiring the sale of the Optopics division and requiring the lenders' receipt of a refinancing proposal by December 15, 1999. The Company submitted two refinancing proposals to the lenders early last week, and each of the proposals provided liquidity for the Company to pay and preserve its trade credit. David Radeke, the Company's Chief Operating Officer, noted that "Our discussions to sell the Optopics division continue to proceed. We are also working closely with our lenders to ensure that the Company has a sound financial platform for the future." NutraMax is a leading consumer health care products company and the number one manufacturer and marketer of Store Brand Disposable Douches, ready-to-use Enemas, Pediatric Electrolyte Oral Maintenance Solutions, Disposable Baby Bottles, Cough Drops and Throat Lozenges. The Company also markets a broad line of Toothbrushes, Dental Floss, and various First Aid Products for the hospital and industrial safety markets. In addition, the Company offers a broad range of pharmaceutical manufacturing capabilities to a select group of contract customers. NutraMax products are sold by supermarkets, drug chains and mass merchandisers under both store brand and control brands, including Powers, Sweet 'n Fresh(R), Pure & Gentle, Fresh 'n Easy, Pro Dental, American White Cross and NutraMax. Visit NutraMax on the Internet at http://www.nutramax.com. ----------------------- Some of the information contained in this new release constitutes forward- looking statements within the meaning of Section 27A of the Securities Section 21E of the Exchange Act. Although the Company believes its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business operations, there can be no assurance that actual results will not differ materially from those set forth in the forward-looking statements. Some factors which may cause actual results to differ materially from those set forth in the forward-looking statements include the Company's ability to implement its refinancing proposals and the Company's ability to consummate the sale of the Optopics division. -End- NutraMax Products, Inc., 51 Blackburn Drive, Gloucester, MA 01930 Tel: 978-282-1800 Fax: 978-281-0565 -----END PRIVACY-ENHANCED MESSAGE-----