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): February 3, 2010 (January 29,
2010)
Nyer
Medical Group, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-20175
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Florida
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01-0469607
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
No.)
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13
Water Street, Holliston, MA 01746
(Address
of principal executive offices, including zip
code)
(508)
429-8506
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240. 14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2
(b))
¨ Pre-commencement communications
pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
On January 29,
2010, Nyer Medical Group, Inc. (the “Company”) closed the transactions
contemplated by the Asset Purchase Agreement, dated as of October 22, 2009,
among Walgreen Eastern Co., Inc. (“Walgreens”), D.A.W., Inc., a wholly-owned
subsidiary of the Company (“DAW”), and the Company, whereby DAW sold to
Walgreens a substantial portion of its operating assets, including prescription
files and inventory of a total of 12 neighborhood pharmacies, which included the
assignment of nine leases, for a cash purchase price of $12.0 million plus $6.6
million of qualifying inventory, $1.1 million of operating equipment and $71,980
for prepaid rent amounts (the “WAG Transaction”). The WAG Transaction
is more fully described in the Company’s Proxy Statement dated December 17,
2009.
On February 3,
2010, the Company closed the transactions contemplated by the Transaction
Agreement, dated October 23, 2009, among the Company, DAW, and certain members
of management of DAW (the “Management Team”), with an effective date of February
1, 2010 (the “DAW Transaction”), whereby the Management Team purchased the stock
of DAW in exchange for $300,000 in cash and the assumption of $1.2 million of
liabilities. The Management Team included certain officers and
directors of the Company and DAW, who own all of the outstanding preferred stock
of the Company and also own convertible and other notes, options and common
stock of the Company. Because of the relationships between the
Management Team and the Company, the DAW Transaction was approved by a special
committee of the Board of Directors (the “Board”) of the Company comprised of
independent directors (the “Special Committee”), in addition to the full
Board. The DAW Transaction, the relationships of the Management Team
with the Company and DAW and the considerations of the Special Committee and the
Board are described more fully in the Company’s Proxy Statement dated December
17, 2009.
Item
8.01 Other Events.
The Company
anticipates that the Plan of Dissolution of the Company and the transactions
contemplated thereby (the “Plan of Dissolution”) will be completed approximately
90 days after the date hereof. The Plan of Dissolution is described
more fully in the Company’s Proxy Statement dated December 17,
2009.
WARNING
CONCERNING FORWARD LOOKING STATEMENTS
This report
contains forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other federal securities
laws. These forward looking statements are based on the Company’s
present expectations, but these statements and the implications of these
statements are not guaranteed to occur and may not occur for various
reason. For example:
This report
states that the closing of the Plan of Dissolution is expected to be completed
approximately 90 days after the date hereof. In fact, the closing of
the Plan of Dissolution is subject to various conditions and contingencies as
are customary in plans of dissolution in the United States. If these
conditions are not satisfied or the specified contingencies occur, the Plan of
Dissolution may be delayed or may not be completed.
For these
reasons, among others, you should not place undue reliance upon forward looking
statements.
Except as
required by law, the Company does not assume any obligations to update any
forward looking statements as a result of new information, changed
circumstances, future events or otherwise.
SIGNATURE
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.
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Nyer
Medical Group, Inc.
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Date:
February 3, 2010
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By: /s/
Mark A. Dumouchel
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Mark A.
Dumouchel
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President and Chief Executive
Officer
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