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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
January 21, 2000
CHOLESTECH CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-20198 94-3065493
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3347 INVESTMENT BLVD., HAYWARD, CALIFORNIA 94545
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 732-7200
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ITEM 2. - ACQUISITION OR DISPOSITION OF ASSETS
On January 21, 2000, Cholestech Corporation, a California corporation (the
"Company"), completed the purchase ("Purchase") of certain assets of Health Net,
Inc., a Louisiana corporation ("Health Net"). The Purchase was made pursuant to
the terms and conditions of an Asset Purchase Agreement dated January 21, 2000
by and among the Company, WellCheck Inc., a California company and wholly-owned
subsidiary of the Company ("WellCheck"), Health Net and Thomas M. Chauvin and
Vikki L. Chauvin, the shareholders of Health Net. Under the terms of the
Agreement, the Company paid approximately $2,200,000 in cash and issued 51,010
shares of its common stock valued at approximately $300,000. The Agreement also
provides that an additional amount of cash consideration, up to $1,000,000 (the
"Earnout Consideration"), may be issued to the former owners of Health Net if
certain performance milestones described in the Agreement are achieved for the
calendar year ending December 31, 2000. In addition, the Company incurred
acquisition related expenses of approximately $633,000.
Health Net markets and administers medical diagnostic testing services for
various venue events, corporations, and pharmacies. After the purchase, Health
Net's marketing and administrative functions will be incorporated into
WellCheck, the Company's new national testing service which will be responsible
for ongoing testing programs in retail venues, corporate facilities, and other
sites convenient to consumers and will be a primary vehicle for attracting
members to the Company's website.
The accompanying historical financial statements of Health Net, Inc. are
unaudited. The Company will file audited historical financial statements for
Health Net, Inc. as soon as they become available.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
- Unaudited Balance Sheet as of December 31, 1999 and
December 31, 1998
- Unaudited Statement of Income for the years
ended December 31, 1999 and 1998
- Unaudited Statement of Stockholders' Equity for
the years ended December 31, 1999 and 1998
- Unaudited Statement of Cash Flows for the years
ended December 31, 1999 and 1998
- Notes to Unaudited Financial Statements
(b) Unaudited PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
- Unaudited Pro Forma Combined Condensed Balance Sheet as of
December 24, 1999
- Unaudited Pro Forma Combined Condensed Statement of
Operations for the year ended March 26, 1999 and for the
nine months ended December 24, 1999
- Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
(c) EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
2.1 Asset Purchase Agreement dated January 21, 2000 by
and among Cholestech Corporation, WellCheck Inc.,
Health Net, Inc., Thomas M. Chauvin and Vikki L.
Chauvin
99.1 Unaudited Financial Statements of Health Net, Inc.
listed in Item 7 (a) above
99.2 Unaudited Pro Forma Combined Condensed Financial
Information listed in Item 7 (b) above
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CHOLESTECH CORPORATION
Dated: April 4, 2000 By: /s/ WARREN E. PINCKERT II
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Warren E. Pinckert II, President
and Chief Executive Officer
Dated: April 4, 2000 By: /s/ ANDREA J. TILLER
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Andrea J. Tiller, Vice President
of Finance, Chief Financial
Officer, Treasurer and
Secretary (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Asset Purchase Agreement dated January 21, 2000 by
and among Cholestech Corporation, WellCheck Inc.,
Health Net, Inc., Thomas M. Chauvin and Vikki L.
Chauvin
99.1 Financial Statements of Health Net, Inc. listed in
Item 7 (a) above
99.2 Unaudited Pro Forma Combined Condensed Financial
Information listed in Item 7 (b) above