UNITED STATES
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): June 16, 2005
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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)
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):
|_| 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 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
To reduce interest expense on certain existing debt, on June 16, 2005,
UCI Medical Affiliates, Inc. (the "Registrant"); UCI Medical Affiliates of South
Carolina, Inc.; Doctors Care, P.A.; Doctor's Care of Tennessee, P.C.;
Progressive Physical Therapy, P.A.; and Carolina Orthopedic & Sports Medicine,
P.A. (collectively the "Company"), borrowed $4.3 million (the "Loan") from
Branch Banking and Trust Company of South Carolina ("BB&T") . The Loan is
evidenced by two promissory notes, the first of which is in the original
principal amount of $3.2 million and is payable over 36 months (the "First
Note"). The second promissory note is in the original principal amount of $1.1
million and is payable over 12 months (the "Second Note"). Both promissory notes
bear interest at BB&T's prime rate, plus 0.5%. Copies of the First Note and
Second Note are attached as Exhibits 10.36 and 10.37, respectively.
A portion of the Loan proceeds was used to refinance, at a lower
interest rate, the existing term loan with BB&T which had an outstanding balance
of approximately $2,160,000. The balance of the Loan proceeds was used to pay,
at a more favorable interest rate, the outstanding approximately $1,529,000 owed
by the Company to the Internal Revenue Service, and the approximately $678,000
owed by the Company to the South Carolina Department of Revenue. These amounts
owed to the taxing authorities represent the remaining balances due of the
unpaid taxes which were due and owing at the time of the Company's filing in
November 2001 of a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code. Under the Company's approved bankruptcy Plans of
Reorganizations, the outstanding amounts owed to these taxing authorities were
payable with interest at a rate of 8.0% per annum.
The Registrant is a Delaware corporation which provides nonmedical
management and administrative services for a network of freestanding medical
centers located throughout South Carolina and one in Tennessee. The centers
operate under the trade names "Doctors Care" and "Progressive Physical Therapy
Services." Trading in the Registrant's common stock is currently conducted in
the over-the-counter market under the symbol "UCIA.OB".
Item 9.01 Financial Statements and Exhibits
(a) - (b) Not Applicable
(c) Exhibits.
Exhibit 10.36 - Promissory Note dated June 16, 2005, in the original
principal amount of $3,200,000, executed by UCI Medical Affiliates, Inc.; UCI
Medical Affiliates of South Carolina, Inc.; Doctors Care, P.A.; Doctor's Care of
Tennessee, P.C.; Progressive Physical Therapy, P.A.; and Carolina Orthopedic &
Sports Medicine, P.A. in favor of Branch Banking and Trust Company of South
Carolina.
Exhibit 10.37 - Promissory Note dated June 16, 2005, in the original
principal amount of $1,100,000, executed by UCI Medical Affiliates, Inc.; UCI
Medical Affiliates of South Carolina, Inc.; Doctors Care, P.A.; Doctor's Care of
Tennessee, P.C.; Progressive Physical Therapy, P.A.; and Carolina Orthopedic &
Sports Medicine, P.A. in favor of Branch Banking and Trust Company of South
Carolina.
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 of Finance,
Chief Financial Officer, and Secretary
Date: June 17, 2005