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 13, 2007
ANDOVER
MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
incorporation)
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333-128526
(Commission File Noumber) |
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51-0459931
(IRS Employer Identification No.) |
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510 Turnpike Street, Ste. 204
N.
Andover, MA
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01845 |
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(Address of
principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (978)
557-1001
N/A
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events
On February 13, 2007, the Chairman and Chief Executive Officer of Andover
Medical, Inc. entered into a Plea and Cooperation Agreement (“PCA”) with the
United States Attorney’s Office in the United States District Court for the
District of Massachusetts. He will be sentenced once his cooperation with the
Federal government is completed. Under the PCA he has plead to two charges,
one count of filing a false tax return in 2002 where he reported a transaction
as a capital gain when it should have been ordinary income and a second count
of money laundering for his receipt of the funds for which the tax charge is
also based. This matter involved our Chairman’s having served from August 2001
until September 2004, as Chairman of the Board and Chief Executive Officer of
Med Diversified Inc., then the largest healthcare staffing and infusion company
in the United States. In November 2002, Med Diversified filed for bankruptcy
following the indictment of National Century Financial Enterprise (“NCFE”).
NCFE was the lending source for Med Diversified and 116 other companies all of
which were closed, sold, restructured or forced into bankruptcy. The NCFE
criminal proceedings were the largest healthcare fraud case brought and lead to
the Federal government bringing these charges against our Chairman.
There was a Board of Directors meeting called to order on the above matter
on February 14, 2007. The facts and circumstances were discussed in detail and
concluded that this prior activity does not relate, directly or indirectly, to
our Chairman’s present or future performance with Andover Medical. The Board of
Directors does not believe the
Company’s current business plan, including its pending acquisitions and
proposed operations will be adversely affected by this event. They gave the Chairman and CEO their full support in making Andover
Medical successful.