SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported): February 28, 2004
Nantucket Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26715 58-0962699
(Commission File Number) (IRS Employer Identification No.)
45 Ludlow Street, Suite 602, Yonkers, NY 10705
(Address of Principal Executive Offices)(Zip Code)
(914) 375-7591
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 28, 2004 (the "Effective Date"), pursuant to a Stock Purchase
Agreement ("Agreement") between Nantucket Industries, Inc. ("Nantucket" or the
"Company"), a Delaware corporation and all of the shareholders of Comprehensive
Network Solutions, Inc. ("Comprehensive"), Nantucket acquired one hundred
percent (100%) of the issued and outstanding shares of common stock of
Comprehensive from the Comprehensive Shareholders in consideration for the
issuance of a total of 250,000 restricted shares of Nantucket common stock to
the Comprehensive Shareholders. Pursuant to the Agreement, Comprehensive became
a wholly owned subsidiary of the Company. Additional consideration of $60,000
was also paid to Comprehensive to be used as working capital.
The acquisition was approved by the unanimous consent of the Board of Directors
of the Company on February 28, 2004.
The acquisition will allow the Company to utilize the resources of both
companies to enter the health benefit market with Consumer Choice products for
individuals, employers, associations, unions and political subdivisions.
Comprehensive's business plan focuses on marketing health care benefits that
enable the prospective clients to choose appropriate providers and financial
arrangements that best meet their individual needs. The business plan also
includes the complete development and market implementation of a high quality
musculoskeletal disease management program for target markets with directed care
of workers' compensation cases.
Comprehensive was organized in June, 2002 with headquarters in Austin, Texas.
The company has been focused on specialty health benefits products, including
three levels of provider networks and one limited indemnity medical insurance
plan. These products have been trademarked as ChiroCare Select, ChiroCare
Advantage, ChiroCare Optima and CNS 500 Plan. The company is currently working
on expanding its product with additional benefits and alternative benefit
funding options. These new expanded products will be offered through a captive
retail sales operation to individuals and small employers; and customized
private label versions of the products through its broker and consultant
relationships to associations, unions political subdivisions and large
employers. The offerings are alternative cost and quality benefit solutions to
prospects and clients who are uninsured or underinsured through existing
traditional defined benefit health plans.
Comprehensive's goals include a plan to develop disease management treatment
guidelines that would address back, neck and upper extremity musculoskeletal
conditions specifically for workers' compensation. During the past year, these
guidelines have been codified and copyrighted. Through an affiliation with
Health Partners, the strategy is to develop exclusive provider organizations
(EPO) in markets where state regulation enables workers' compensation plans to
direct injured workers to specific health care providers. Comprehensive's EPOs
will be marketed to workers' compensation and employee benefit plans on the
basis access fees, case management fees and shared savings of future medical
costs versus historic medical costs and patient outcomes
The company will continue to refine and improve its Predictive Model of evidence
based treatment guidelines and disease management for musculoskeletal injuries
and illnesses. The quality and cost effective management of these conditions
will continue to be a primary focus for the company's medical and network
development staff in preparation for additional market introductions.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Financial statements of the Company will be filed by an amendment to this Report
within 60 days after this Report.
(b) Pro forma financial information
Pro forma financial information will be furnished with the aforementioned
amendment.
(c) Exhibits
Number Exhibit
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2.1 Stock Purchase Agreement February 28, 2004.
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.
NANTUCKET INDUSTRIES, INC.
By:/s/ John H. Treglia
-----------------------------
John H. Treglia
President
March 15, 2004