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 Report (Date of earliest event reported):
April 7, 1998
MEADOWBROOK REHABILITATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19726 94-3022377
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
2000 Powell Street, Suite 1203, Emeryville, CA 94608
(Address of principal executive offices)
Registrant's telephone number, including area code:
(510) 420-0900
Item 5. Other Events
On April 7, 1998, the Registrant announced that it had entered into an
Agreement and Plan of Merger (the "Agreement") by and among the Registrant,
Interset, Inc., a wholly owned subsidiary of the Registrant ("Interset") and
Cambio Networks, Inc. ("Cambio"). The Agreement provides that the Registrant
will acquire each issued and outstanding share of common and preferred stock of
Cambio through the merger of Interset with and into Cambio, which will become a
wholly owned subsidiary of the Registrant. Under the terms of the Agreement,
Cambio's current shareholders will receive the Registrant's Class A Common Stock
representing 32.5% of the outstanding Class A and Class B Common Stock at the
time of the closing. The closing of the merger is subject to several conditions,
including the approval of the stockholders of each of the Registrant and Cambio.
Based in Bellevue, Washington, Cambio is a network management inventory software
company providing services to financial, telephony, medical and Y2K markets in
both the US and Common Market.
A copy of the press release announcing the execution of the Agreement
is attached as Exhibit 99.1 and is incorporated herein by reference.
On April 3, 1998, the Registrant and Cambio executed a Secured Bridge
Financial Note (the "Note") to which the Registrant agreed to provide Cambio
with a loan of up to five hundred thousand dollars ($500,000), to finance its
ongoing operations. The note bears interest at 8% per annum and is due the
earliest of (1) July 31, 1998; (2) the closing of the acquisition discussed
above; or (3) the occurrence of certain events as defined in the Note.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated
April 7, 1998, between the Registrant,
Cambio's majority shareholders and Cambio.
Exhibit 2.2 Secured Bridge Financial Note dated
April 3, 1998 between the Registrant and
Cambio.
Exhibit 99.1 Press release dated April 7, 1998
announcing the execution of the Agreement.
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.
MEADOWBROOK REHABILITATION GROUP, INC.
By: /s/ Harvey Wm. Glasser, M.D.
Harvey Wm. Glasser, M.D.
President and Chief Executive Officer
Dated: April 22, 1998
SECURITIES AND EXCHANGE COMMISSION
EXHIBITS
TO
FORM 8-K
DATED APRIL 7, 1998