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 earliest event reported: October 1, 1997
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-13265 59-2225346
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1901 Main Street, Suite 1200, Mail Code 1105, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 252-3661
No Change
(Former name or former address, if changed since last report.)
This document contains a total of 27 pages and the Exhibit Index is set
forth on sequentially numbered page 5 .
Item 2. Acquisition or Disposition of Assets
Pursuant to the terms of an Asset Purchase Agreement and Plan of
Reorganization (the "Agreement") executed on October 8, 1997, to be effective
October 1, 1997, by, between and among UCI Medical Affiliates, Inc., a Delaware
corporation ("UCI"); UCI Medical Affiliates of South Carolina, Inc., a South
Carolina corporation and wholly-owned subsidiary of UCI ("UCI of SC"), Doctor's
Care, P.A., a South Carolina professional corporation ("Doctor's Care");
Progressive Therapy Services, P.A., a South Carolina professional corporation
("Progressive"); Bar-Ed, Professional Corporation, a South Carolina professional
corporation ("Bar-Ed"); Barry E. Fitch, PT ("Fitch"); H. Edward Wimberly, PT
("Wimberly"); Walter Kris Merschat, OTR/L ("Merschat"); and Michael B. Norton,
DC ("Norton"). (For purposes hereof, Fitch, Wimberly, Merschat, and Norton are
herein collectively referred to as the "Shareholders" and individually a
"Shareholder".) For purposes hereof, Progressive and Bar-Ed are herein
collectively referred to as the "Seller". UCI of SC has acquired certain assets
as outlined in Section 1 of the Agreement (including patient list and goodwill)
associated with the four physical therapy practices owned and operated by Seller
in Columbia, West Columbia, and North Augusta, South Carolina. The consideration
for the acquisition of Progressive and Bar-Ed shall be Five Hundred Fifty
Thousand Seven Hundred Twenty ($550,720.00) Dollars and Three Hundred Six
Thousand Thirty Six ($306,036.00) Dollars, respectively, payable as outlined in
Section 3 of the Agreement, which begins on page 6 of this Form 8-K. The
consideration paid by UCI of SC in connection with this acquisition was
determined by arms-length negotiations between UCI of SC and the Seller.
The practices operated by the Seller were ones at which medical conditions
not involving an immediate threat to life were treated on an outpatient basis.
Three of the four practices will continue to operate under their existing names
while the fourth facility, located in North Augusta, South Carolina, closed on
or about October 1, 1997.
All descriptions of the Asset Purchase Agreement and Plan of Reorganization
noted herein are qualified in their entirety by reference to such documents as
Exhibits to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
a) Financial Statements of Business Acquired
It is impracticable to provide the required financial statements for the
business acquired at the time this Report on Form 8-K is filed. UCI will file
the required financial statements for the Seller under cover of Form 8-K/A as
soon as practicable, but not later than 60 days after this Report on Form 8-K is
due to be filed.
b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial information
at the time this Report on Form 8-K is filed. UCI will file the required pro
forma financial information under cover of Form 8-K/A as soon as practicable,
but not later than 60 days after this Report on Form 8-K is due to be filed.
c) Exhibits
Exhibit 2.1 - Asset Purchase Agreement and Plan of Reorganization executed
on October 8, 1997, to be effective October 1, 1997, by, between and among UCI
Medical Affiliates, Inc., a Delaware corporation ("UCI"); UCI Medical Affiliates
of South Carolina, Inc., a South Carolina corporation and wholly-owned
subsidiary of UCI ("UCI of SC"), Doctor's Care, P.A., a South Carolina
professional corporation ("Doctor's Care"); Progressive Therapy Services, P.A.,
a South Carolina professional corporation ("Progressive"); Bar-Ed, Professional
Corporation, a South Carolina professional corporation ("Bar-Ed"); Barry E.
Fitch, PT ("Fitch"); H. Edward Wimberly, PT ("Wimberly"); Walter Kris Merschat,
OTR/L ("Merschat"); and Michael B. Norton, DC ("Norton").
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.
UCI Medical Affiliates, Inc.
(Registrant)
/s/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr.
Marion F. McFarland, III, M.D. Jerry F. Wells, Jr., CPA
President, Chief Executive Officer and Executive Vice President of
Chairman of the Board Finance and Chief Financial Officer
Date: October 15, 1997
UCI MEDICAL AFFILIATES, INC.
EXHIBIT INDEX
TO
FORM 8-K
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
2.1 Asset Purchase Agreement executed on October 8, 1997, 6
to be effective October 1, 1997, by, between and among UCI
Medical Affiliates, Inc., a Delaware corporation
("UCI"); UCI Medical Affiliates of South Carolina,
Inc., a South Carolina corporation and wholly-owned
subsidiary of UCI ("UCI of SC"), Doctor's Care,
P.A., a South Carolina professional corporation
("Doctor's Care"); Progressive Therapy Services,
P.A., a South Carolina professional corporation
("Progressive"); Bar-Ed, Professional Corporation,
a South Carolina professional corporation ("Bar-Ed");
Barry E. Fitch, PT ("Fitch"); H. Edward Wimberly,
PT ("Wimberly"); Walter Kris Merschat, OTR/L
("Merschat"); and Michael B. Norton, DC ("Norton").