content: 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 event reported) December 27, 1999
  
  
                                 CHEMFAB CORPORATION
                 (Exact Name of Registrant as Specified in Charter)
  
  <TABLE>
  <CAPTION>
  <S>                              <C>                        <C>
            DELAWARE                      1-12767                    03-022-1503
  
  State or Other Jurisdiction of   (Commission File Number)   IRS Employer Identification No.
            Incorporation)
  </TABLE>
  
                   701 Daniel Webster Highway, Merrimack, NH 03054
                 (Address of Principal Executive Offices) (Zip Code)
  
  
  
          Registrant's telephone number, including area code (603) 424-9000
  
  
  
  <PAGE>
  
  
           This  Current  Report on Form 8-K contains  forward-looking  statements
  that involve risks and  uncertainties.  These statements relate to future events
  or and therefore are inherently  uncertain.  Actual  performance and results may
  differ  materially  from those  projected or suggested  due to certain risks and
  uncertainties,  including  acquisition and transition  challenges,  assimilation
  issues in the consolidation process, customer reaction to the acquisitions,  and
  operational and other risks relating to the combination of separate  businesses.
  Additional  information  concerning  certain other risks and uncertainties  that
  could  cause  actual  results  to differ  materially  from  those  projected  or
  suggested,  is contained in Chemfab Corporation's Annual Report on Form 10-K for
  the fiscal year ended June 30,  1999,  which has been filed with the  Securities
  and  Exchange  Commission.   The  forward-looking  statements  contained  herein
  represent  the  judgment of Chemfab  Corporation  as of the date of this Current
  Report on Form 8-K and Chemfab  Corporation  cautions  against the  placement of
  undue reliance on such statements.
  
  Item 2.  Acquisition or Disposition of Assets
  
           On December 27,  1999,  UROK  Acquisition  Corp.  ("UROK"),  a Delaware
  corporation  and an  indirect  wholly-owned  subsidiary  of Chemfab  Corporation
  ("Chemfab"), merged (the "Merger") with and into UroQuest Medical Corporation, a
  Delaware corporation ("UroQuest"),  with UroQuest surviving the merger, pursuant
  to the  Agreement  and Plan of  Merger,  dated as of June 3, 1999  (the  "Merger
  Agreement"), by and among Chemfab, UROK and UroQuest.
  
           UroQuest, through its wholly-owned subsidiary, Bivona, Inc. ("Bivona"),
  designs,  manufactures and markets  proprietary  disposable  silicone  elastomer
  products  and  silicone  elastomer  components  used  in  products  serving  the
  healthcare  and personal  care  industry.  Bivona  accounts for virtually all of
  UroQuest's  consolidated  revenues.  Going  forward,  the assets of UroQuest and
  Bivona are expected to be used as they had been immediately  prior to the Merger
  and Bivona is expected to continue to serve its existing customers.
  
           At the closing of the  Merger,  each share of common  stock,  $.001 par
  value per share, of UroQuest,  issued and outstanding  immediately  prior to the
  closing  of  the  Merger,  was  cancelled  and  extinguished  and  automatically
  converted into and became a right to receive $2.2665 per share,  pursuant to the
  Merger Agreement, upon surrender of the certificates that evidenced such shares.
  The total merger  consideration  is approximately  $29,430,234,  with net merger
  consideration  to be paid  to the  stockholders  of  UroQuest  of  approximately
  $28,419,234  and  aggregate  payments  made to  settle  outstanding  options  of
  approximately  $1,011,000.  The total merger  consideration was agreed to as the
  result of  arms'-length  negotiations  in the Spring of 1999 between Chemfab and
  UroQuest.
  
           The  recipients  of the  total  merger  consideration  were the  former
  stockholders  of  UroQuest,  consisting  of former  directors  and  officers  of
  UroQuest  and  numerous  other  stockholders,  none  of whom  had  any  material
  relationship with Chemfab or its affiliates to the best of Chemfab's knowledge.
  
           Acquisition financing was provided to Chemfab pursuant to the Revolving
  Credit  and Term Loan  Agreement,  dated as of  November  29,  1999 by and among
  Chemfab,  certain  wholly-owned  subsidiaries  of  Chemfab,  and Brown  Brothers
  Harriman & Co., as Lender and as Agent for itself and the other  Lenders,  Fleet
  Bank NH, Citizens Bank of New Hampshire, Bank of New Hampshire and other Lenders
  from time to time a party  thereto,  a copy of which is filed as Exhibit 99.1 to
  this Current Report on Form 8-K.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)      Financial Statements of UroQuest
  
           The  following  financial  statements of UroQuest are  incorporated  by
  reference to pages F-2 through F-20 of UroQuest's Annual Report on Form 10-K for
  the  year  ended  December  31,  1998  (Commission   File  Number  0-20963).
  
  o Consolidated  Statements of Operations for the Years Ended  December 31, 1998,
  1997 and 1996 o  Consolidated  Balance  Sheets at  December  31, 1998 and 1997
  
  o Consolidated Statements of Stockholders' Equity for the Years Ended December
  31, 1998,  1997 and 1996
  
  o Consolidated  Statements of Cash Flows or the Years Ended December 31, 1998,
  1997 and 1996 o Notes to Consolidated  Financial Statements
  
  o Independent Auditors' Reports
  
           The  following  financial  statements of UroQuest are  incorporated  by
  reference to pages 2 through 8 of the UroQuest Quarterly Report on Form 10-Q for
  the quarter  ended  September 30, 1999.
  
  o Condensed  Consolidated  Statements of Operations for the Three Months and the
  Nine Months Ended September 30, 1999 and 1998 (unaudited)
  
  o Condensed Consolidated Balance Sheets as of September 30, 1999 (unaudited) and
  December 31, 1998 o Condensed Consolidated Statements of Cash Flows for the Nine
  Months  Ended  September  30,  1999 and 1998  (unaudited)
  
  o Notes to  Condensed Consolidated Financial Statements
  
  (b)      Pro forma Financial Information
  
           Pro forma financial  information required by this item will be filed by
           amendment to this  initial  report no later than 60 days after the date
           an  initial  report  must be filed  with the  Securities  and  Exchange
           Commission.
  
  (c)      Exhibits
  
  Exhibit 23.1      Consent of Ernst & Young LLP
  
  Exhibit 23.2      Consent of KPMG LLP
  
  Exhibit           99.1  Revolving  Credit and Term Loan  Agreement,  dated as of
                    November 29, 1999 by and among Chemfab,  certain  wholly-owned
                    subsidiaries of Chemfab, and Brown Brothers Harriman & Co., as
                    Lender and as Agent for itself  and the other  Lenders,  Fleet
                    Bank NH, Citizens Bank of New Hampshire, Bank of New Hampshire
                    and other Lenders from time to time a party thereto.
  
  
  
  <PAGE>
  
  
                                      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.
  
                                         CHEMFAB CORPORATION
  
  
  
                                         By: /S/JOHN W. VERBICKY
                                             John W. Verbicky
                                             President and Chief Executive Officer
  
  Dated: January 11, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7810}]
metadata_filer: {"company-data": {"conformed-name": "CHEMFAB CORP", "cik": "0000725813", "assigned-sic": "2200", "irs-number": "030221503", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12767", "film-number": "505069"}, "business-address": {"street1": "701 DANIEL WEBSTER HWY", "street2": "P O BOX 1137", "city": "MERRIMACK", "state": "NH", "zip": "03054", "phone": "6034249000"}, "mail-address": {"street1": "701 DANIEL WEBSTER HIGHWAY", "street2": "POST OFFICE BOX 1137", "city": "MERRIMACK", "state": "NH", "zip": "03054"}, "former-company": {"former-conformed-name": "CHEMICAL FABRICS CORP", "date-changed": "19911204"}}
text: 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 event reported) December 27, 1999
  
                                 CHEMFAB CORPORATION
                 (Exact Name of Registrant as Specified in Charter)
  DELAWARE                      1-12767                    03-022-1503
  
  State or Other Jurisdiction of   (Commission File Number)   IRS Employer Identification No.
            Incorporation)
  701 Daniel Webster Highway, Merrimack, NH 03054
                 (Address of Principal Executive Offices) (Zip Code)
  
          Registrant's telephone number, including area code (603) 424-9000
  This  Current  Report on Form 8-K contains  forward-looking  statements
  that involve risks and  uncertainties.  These statements relate to future events
  or and therefore are inherently  uncertain.  Actual  performance and results may
  differ  materially  from those  projected or suggested  due to certain risks and
  uncertainties,  including  acquisition and transition  challenges,  assimilation
  issues in the consolidation process, customer reaction to the acquisitions,  and
  operational and other risks relating to the combination of separate  businesses.
  Additional  information  concerning  certain other risks and uncertainties  that
  could  cause  actual  results  to differ  materially  from  those  projected  or
  suggested,  is contained in Chemfab Corporation's Annual Report on Form 10-K for
  the fiscal year ended June 30,  1999,  which has been filed with the  Securities
  and  Exchange  Commission.   The  forward-looking  statements  contained  herein
  represent  the  judgment of Chemfab  Corporation  as of the date of this Current
  Report on Form 8-K and Chemfab  Corporation  cautions  against the  placement of
  undue reliance on such statements.
  
  Item 2.  Acquisition or Disposition of Assets
  
           On December 27,  1999,  UROK  Acquisition  Corp.  ("UROK"),  a Delaware
  corporation  and an  indirect  wholly-owned  subsidiary  of Chemfab  Corporation
  ("Chemfab"), merged (the "Merger") with and into UroQuest Medical Corporation, a
  Delaware corporation ("UroQuest"),  with UroQuest surviving the merger, pursuant
  to the  Agreement  and Plan of  Merger,  dated as of June 3, 1999  (the  "Merger
  Agreement"), by and among Chemfab, UROK and UroQuest.
  
           UroQuest, through its wholly-owned subsidiary, Bivona, Inc. ("Bivona"),
  designs,  manufactures and markets  proprietary  disposable  silicone  elastomer
  products  and  silicone  elastomer  components  used  in  products  serving  the
  healthcare  and personal  care  industry.  Bivona  accounts for virtually all of
  UroQuest's  consolidated  revenues.  Going  forward,  the assets of UroQuest and
  Bivona are expected to be used as they had been immediately  prior to the Merger
  and Bivona is expected to continue to serve its existing customers.
  
           At the closing of the  Merger,  each share of common  stock,  $.001 par
  value per share, of UroQuest,  issued and outstanding  immediately  prior to the
  closing  of  the  Merger,  was  cancelled  and  extinguished  and  automatically
  converted into and became a right to receive $2.2665 per share,  pursuant to the
  Merger Agreement, upon surrender of the certificates that evidenced such shares.
  The total merger  consideration  is approximately  $29,430,234,  with net merger
  consideration  to be paid  to the  stockholders  of  UroQuest  of  approximately
  $28,419,234  and  aggregate  payments  made to  settle  outstanding  options  of
  approximately  $1,011,000.  The total merger  consideration was agreed to as the
  result of  arms'-length  negotiations  in the Spring of 1999 between Chemfab and
  UroQuest.
  
           The  recipients  of the  total  merger  consideration  were the  former
  stockholders  of  UroQuest,  consisting  of former  directors  and  officers  of
  UroQuest  and  numerous  other  stockholders,  none  of whom  had  any  material
  relationship with Chemfab or its affiliates to the best of Chemfab's knowledge.
  
           Acquisition financing was provided to Chemfab pursuant to the Revolving
  Credit  and Term Loan  Agreement,  dated as of  November  29,  1999 by and among
  Chemfab,  certain  wholly-owned  subsidiaries  of  Chemfab,  and Brown  Brothers
  Harriman & Co., as Lender and as Agent for itself and the other  Lenders,  Fleet
  Bank NH, Citizens Bank of New Hampshire, Bank of New Hampshire and other Lenders
  from time to time a party  thereto,  a copy of which is filed as Exhibit 99.1 to
  this Current Report on Form 8-K.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)      Financial Statements of UroQuest
  
           The  following  financial  statements of UroQuest are  incorporated  by
  reference to pages F-2 through F-20 of UroQuest's Annual Report on Form 10-K for
  the  year  ended  December  31,  1998  (Commission   File  Number  0-20963).
  
  o Consolidated  Statements of Operations for the Years Ended  December 31, 1998,
  1997 and 1996 o  Consolidated  Balance  Sheets at  December  31, 1998 and 1997
  
  o Consolidated Statements of Stockholders' Equity for the Years Ended December
  31, 1998,  1997 and 1996
  
  o Consolidated  Statements of Cash Flows or the Years Ended December 31, 1998,
  1997 and 1996 o Notes to Consolidated  Financial Statements
  
  o Independent Auditors' Reports
  
           The  following  financial  statements of UroQuest are  incorporated  by
  reference to pages 2 through 8 of the UroQuest Quarterly Report on Form 10-Q for
  the quarter  ended  September 30, 1999.
  
  o Condensed  Consolidated  Statements of Operations for the Three Months and the
  Nine Months Ended September 30, 1999 and 1998 (unaudited)
  
  o Condensed Consolidated Balance Sheets as of September 30, 1999 (unaudited) and
  December 31, 1998 o Condensed Consolidated Statements of Cash Flows for the Nine
  Months  Ended  September  30,  1999 and 1998  (unaudited)
  
  o Notes to  Condensed Consolidated Financial Statements
  
  (b)      Pro forma Financial Information
  
           Pro forma financial  information required by this item will be filed by
           amendment to this  initial  report no later than 60 days after the date
           an  initial  report  must be filed  with the  Securities  and  Exchange
           Commission.
  
  (c)      Exhibits
  
  Exhibit 23.1      Consent of Ernst & Young LLP
  
  Exhibit 23.2      Consent of KPMG LLP
  
  Exhibit           99.1  Revolving  Credit and Term Loan  Agreement,  dated as of
                    November 29, 1999 by and among Chemfab,  certain  wholly-owned
                    subsidiaries of Chemfab, and Brown Brothers Harriman & Co., as
                    Lender and as Agent for itself  and the other  Lenders,  Fleet
                    Bank NH, Citizens Bank of New Hampshire, Bank of New Hampshire
                    and other Lenders from time to time a party thereto.
  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.
  
                                         CHEMFAB CORPORATION
  
                                         By: /S/JOHN W. VERBICKY
                                             John W. Verbicky
                                             President and Chief Executive Officer
  
  Dated: January 11, 2000