U.S. 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
August 24, 1998
Date of Report (Date of earliest event reported)
MIM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28740 05-0489664
(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
One Blue Hill Plaza
Pearl River, New York 10965
(Address of Registrant's Principal Executive Office) (Zip Code)
(914) 735-3555
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On August 24, 1998, CMP Acquisition Corp. ("CMP"), an Ohio corporation and
a wholly-owned subsidiary of MIM Corporation (the "Company"), was merged (the
"Merger") with and into Continental Managed Pharmacy Services, Inc.
("Continental"), pursuant to the terms of an Agreement and Plan of Merger, dated
as of January 27, 1998, by and among CMP, the Company, Continental and certain
principal shareholders of Continental (as amended, the "Merger Agreement"),
whereby Continental became a wholly-owned subsidiary of the Company. As a result
of the Merger, the former shareholders of Continental received 3,912,448 shares
of common stock of the Company (representing approximately 21% of the total
outstanding shares after the Merger). Information regarding Continental and the
Merger is incorporated herein by reference to the Company's Registration
Statement on Form S-4 (File No. 333-60647) filed with the Securities and
Exchange Commission (the "Commission") on August 4, 1998, as amended by
Amendment No. 1 thereto filed with the Commission on August 5, 1998 (the
"Registration Statement"). A copy of the Company's press release dated August
25, 1998 announcing the consummation of the Merger, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements.
The historical consolidated financial statements (including Notes thereto)
of Continental for the fiscal years ended December 31, 1995, 1996 and 1997 are
incorporated herein by reference to pages F-25 through F-36 of the Registration
Statement, which are attached hereto as Exhibit 99.2. The historical
consolidated financial statements (including Notes thereto) of Continental for
the six months ended June 30, 1998 are attached hereto as Exhibit 99.3 and are
incorporated herein by reference.
Pro Forma Financial Information.
The unaudited combined condensed pro forma financial statements (including
Notes thereto) for the fiscal year ended December 31, 1997 and the six months
ended June 30, 1998 are attached hereto as Exhibit 99.4 and are incorporated
herein by reference.
Exhibits.
2.1 Merger Agreement (incorporated by reference to Exhibit 2.1 to the
Registration Statement).
99.1 Press release dated August 25, 1998.
99.2 Consolidated financial statements (including Notes thereto) of Continental
for the fiscal years ended December 31, 1995, 1996 and 1997 (incorporated
by reference to pages F-25 through F-36 of the Registration Statement).
99.3 Consolidated financial statements (including Notes thereto) of Continental
for the six months ended June 30, 1998.
99.4 Unaudited combined condensed pro forma financial statements (including
Notes thereto) for the fiscal year ended December 31, 1997 and the six
months ended June 30, 1998.
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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.
MIM CORPORATION
By: /s/ Barry A. Posner
----------------------------------
Barry A. Posner
Vice President and General Counsel
Date: September 8, 1998
EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Merger Agreement (incorporated by reference to Exhibit 2.1 to the
Registration Statement).
99.1 Press Release, dated August 25, 1998.
99.2 Consolidated financial statements (including Notes thereto) of Continental
for the fiscal years ended December 31, 1995, 1996 and 1997 (incorporated
by reference to pages F-25 through F-36 of the Registration Statement).
99.3 Consolidated financial statements (including Notes thereto) of Continental
for the six months ended June 30, 1998.
99.4 Unaudited combined condensed pro forma financial statements (including
Notes thereto) for the fiscal year ended December 31, 1997 and the six
months ended June 30, 1998.
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