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) February 5, 2004
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UCI Medical Affiliates, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-13265 59-2225346
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(State or Other Jurisdiction of Incorporation) (Commission File Number)(I.R.S. Employer Identification)
4416 Forest Drive, Columbia, South Carolina 29206
(Address, Including Zip Code of Principal Executive Offices)
(803) 782-4278
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 7 Financial Statements and Exhibits
(a) - (b) Not Applicable
(c) Exhibits.
Exhibit 99.1 - Press Release dated February 5, 2004.
Item 9 Regulation FD Disclosure/Results of Operations and Financial Condition
(Provided Pursuant to Item 12).
On February 5, 2004, UCI Medical Affiliates, Inc. (the "Company")
issued a press release announcing financial results for the quarter ended
December 31, 2003. The press release is attached as Exhibit 99.1 to this Form
8-K. This information is provided under Item 12 of Form 8-K. The information in
this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such filing. The
Company's common stock trades under the ticker symbol "UCIA".
Certain of the statements contained in this Form 8-K that are not
historical facts are forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this Form 8-K that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. Although our
management believes that their expectations of future performance are based on
reasonable assumptions within the bounds of their knowledge of their business
and operations, we have no assurance that actual results will not differ
materially from their expectations. Factors that could cause actual results to
differ from expectations include, among other things: (1) the difficulty in
controlling our costs of providing healthcare and administering our network of
Centers; (2) the possible negative effects from changes in reimbursement and
capitation payment levels and payment practices by insurance companies,
healthcare plans, government payors and other payment sources; (3) the
difficulty of attracting primary care physicians; (4) the increasing competition
for patients among healthcare providers; (5) possible government regulations
negatively impacting our existing organizational structure; (6) the possible
negative effects of prospective healthcare reform; (7) the challenges and
uncertainties in the implementation of our expansion and development strategy;
(8) the dependence on key personnel; (9) adverse conditions in the stock market,
the public debt market, and other capital markets (including changes in interest
rate conditions); (10) the strength of the United States economy in general and
the strength of the local economics in which we conduct operations may be
different than expected resulting in, among other things, a reduced demand for
practice management services; (11) the demand for our products and services;
(12) technological changes; (13) the ability to increase market share; (14) the
adequacy of expense projections and estimates of impairment loss; (15) the
impact of change in accounting policies by the Securities and Exchange
Commission; (16) unanticipated regulatory or judicial proceedings; (17) the
impact on our business, as well as on the risks set forth above, of various
domestic or international military or terrorist activities or conflicts; (18)
other factors described in this report and in other reports filed by the company
with the Securities and Exchange Commission; and (19) our success at managing
the risks involved in the foregoing. For a further discussion of certain factors
that may cause such forward-looking statements to differ materially from the
Company's actual results, see the Company's latest Annual Report on Form 10-K.
SIGNATURES
Pursuant to requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
UCI MEDICAL AFFILIATES, INC.
(Registrant)
/s/ Jerry F. Wells, Jr.
Jerry F. Wells, Jr.
Executive Vice President,
Chief Financial Officer, and Principal
Accounting Officer
Date: February 5, 2004