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 13, 1995
SALICK HEALTH CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13879 95-4333272
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
8201 Beverly Boulevard, Los Angeles, California 90048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 966-3400
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
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On April 13, 1995, pursuant to the terms of an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of December 22, 1994, as amended,
among Registrant, Zeneca Limited, an English company ("Zeneca"), and Atkemix
Thirty-nine Inc., a Delaware corporation and an indirect wholly owned subsidiary
of Zeneca ("Merger Subsidiary"), Merger Subsidiary was merged with and into
Registrant, with Registrant being the surviving corporation. As a result of the
merger, there may be deemed to be a change in the control of Registrant.
At the effective time of the merger on April 13, 1995 (the "Effective
Time"), (a) each share of the Common Stock outstanding immediately prior to the
Effective Time were converted into the right to receive (1) although no
fractional shares will be issued, one-half share of Registrant's Callable
Puttable Common Stock, $.001 par value per share (the "Special Common Stock"),
(2) $18.875 in cash and (3) additional consideration in the amount of $0.625,
payable in two equal installments, the first to be paid 180 days after the
Effective Time and the second to be paid 360 days after the Effective Time, and
(b) the shares of the common stock of Merger Subsidiary were converted into the
right to receive a number of shares of the Common Stock, $.001 par value per
share, of Registrant (the "Common Stock") equal to the sum of the number of
shares of Special Common Stock that were outstanding immediately after the
Effective Time plus the number of shares of Special Common Stock issuable upon
the exercise of options to purchase shares thereof being issued in replacement
of options to purchase the Common Stock outstanding at the Effective Time. As of
immediately subsequent to the merger, Zeneca, through an indirect wholly owned
subsidiary, is the beneficial owner (possessing sole voting and investment
power) of 100% of the Common Stock of Registrant (which, other than in the case
of certain class voting rights which are provided in Registrant's Certificate of
Incorporation, represents at least 50% of the voting power of Registrant) and
the stockholders of Registrant as of immediately prior to the Effective Time own
100% of the Special Common Stock.
Effective as of the Effective Time, the terms of the Governance
Agreement, dated as of December 22, 1994, as amended (the "Governance
Agreement"), by and among Registrant, Zeneca and Dr. Bernard Salick, became
effective. A description of the Governance Agreement is set forth on pages 20
through 22 inclusive of the Proxy Statement/Prospectus of Registrant dated March
13, 1995 (the "Proxy Statement"), which description is incorporated herein by
this reference.
Effective as of the Effective Time, the terms of the Second Amended and
Restated Employment Agreement, dated as of December 22, 1994 (the "Salick
Agreement"), by and among Registrant and Bernard Salick, M.D., superseded the
agreement between Registrant and Dr. Salick existing prior to the merger and
became effective. The Salick Agreement is described on pages
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22 and 23 inclusive of the Proxy Statement, which description is incorporated
herein by reference.
As required under the Salick Agreement, Dr. Salick and Registrant
entered into an Agreement Not to Compete (the "Salick Non-Compete Agreement")
which prohibits him, for a period of thirty months from the consummation of the
Merger, from being employed by or otherwise participating in any business which
competes with the business of Registrant within certain geographical limits and
from soliciting employees or former employees without the prior written consent
of Registrant. Although entered into on December 22, 1994, the Salick Non-
Compete Agreement became effective after the Effective Time and then will be
effective only in the event that the employment of Dr. Salick is terminated by
Registrant for Good Cause or is terminated by him for any reason other than Good
Reason (other than termination for Zeneca-initiated changes included within the
definition of Good Reason), as those terms are defined in the Salick Agreement.
Concurrently with the consummation of the Merger, Registrant entered
into a Second Amended and Restated Employment Agreement and an Agreement Not to
Compete with each of Leslie F. Bell, Executive Vice President, Chief Financial
Officer, Secretary and a Director of Registrant, and Michael T. Fiore, Executive
Vice President, Chief Operating Officer and a Director of Registrant. The
employment agreement between Registrant and Mr. Bell and the employment
agreement between Registrant and Mr. Fiore existing prior to the Merger were
superseded by these new employment agreements. The new employment agreements
are described on page 23 of the Proxy Statement, which description is
incorporated herein by reference. The terms of the agreement not to compete
with each of Mr. Bell and Mr. Fiore are substantially the same as the terms of
the Salick Non-Compete Agreement.
The foregoing and the material incorporated by reference are summaries
of the terms of the Governance Agreement, Salick Agreement, the Salick Non-
Compete Agreement and such employment agreements and agreements not to compete
with Mr. Bell and Mr. Fiore and such summaries are qualified in their entirety
by the terms of such agreements, a copy of each of which is filed as an exhibit
to this report or incorporated by reference to a prior filing by Registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
2 Agreement and Plan of Merger, dated as of December 22, 1994, as
amended, by and among Registrant, Zeneca Limited and Atkemix Thirty-
nine Inc. (incorporated by reference to Annex A to the Proxy
Statement/Prospectus of Registrant dated March 13, 1995).
10.1 Governance Agreement, dated as of December 22, 1994, as by and among
Registrant, Bernard Salick, M.D. and Zeneca Limited (incorporated by
reference to the exhibit of the same number to the Form 8-K of
-2-
Registrant with date of earliest event being reported of December 22,
1994)
10.2 Amendment No. 1 to Governance Agreement, dated as of March 7, 1995, by
and among Registrant, Bernard Salick, M.D. and Zeneca Limited
(incorporated by reference to Exhibit 2.5 of Registrant's Registration
Statement on Form 8-A relating to Registrant's Callable Puttable
Common Stock).
10.3 Second Amended and Restated Employment Agreement, dated as of December
22, 1994, by and between Registrant and Bernard Salick, M.D.
10.4 Agreement Not to Compete, dated as of December 22, 1994, between
Registrant and Bernard Salick, M.D.
10.5 Second Amended and Restated Employment Agreement, dated as of April
13, 1995, by and between Registrant and Leslie F. Bell.
10.6 Agreement Not to Compete, dated as of April 13, 1995, between
Registrant and Leslie F. Bell.
10.7 Second Amended and Restated Employment Agreement, dated as of April
13, 1995, by and between Registrant and Michael T. Fiore.
10.8 Agreement Not to Compete, dated as of April 13, 1995, between
Registrant and Michael T. Fiore.
99.1 Pages 20 through 23 inclusive of Registrant's Proxy
Statement/Prospectus, dated March 13, 1995, incorporated by reference
in response to item 1 to this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALICK HEALTH CARE, INC.
Date: April 19, 1995 By:/s/ Leslie F. Bell
__________________________
Leslie F. Bell,
Executive Vice President
EXHIBIT INDEX
Number Item Page
------ ---- ----
2 Agreement and Plan of Merger, dated as of December 22, 1994, as
amended, by and among Registrant, Zeneca Limited and Atkemix Thirty-
nine Inc. (incorporated by reference to Annex A to the Proxy
Statement/Prospectus of Registrant dated March 13, 1995).
10.1 Governance Agreement, dated as of December 22, 1994, as by and among
Registrant, Bernard Salick, M.D. and Zeneca Limited (incorporated by
reference to the exhibit of the same number to the Form 8-K of
Registrant with date of earliest event being reported of December 22,
1994)
10.2 Amendment No. 1 to Governance Agreement, dated as of March 7, 1995, by
and among Registrant, Bernard Salick, M.D. and Zeneca Limited
(incorporated by reference to Exhibit 2.5 of Registrant's Registration
Statement on Form 8-A relating to Registrant's Callable Puttable
Common Stock).
10.3 Second Amended and Restated Employment Agreement, dated as of December
22, 1994, by and between Registrant and Bernard Salick, M.D.
10.4 Agreement Not to Compete, dated as of December 22, 1994, between
Registrant and Bernard Salick, M.D.
10.5 Second Amended and Restated Employment Agreement, dated as of April
13, 1995, by and between Registrant and Leslie F. Bell.
10.6 Agreement Not to Compete, dated as of April 13, 1995, between
Registrant and Leslie F. Bell.
10.7 Second Amended and Restated Employment Agreement, dated as of April
13, 1995, by and between Registrant and Michael T. Fiore.
10.8 Agreement Not to Compete, dated as of April 13, 1995, between
Registrant and Michael T. Fiore.
99.1 Pages 20 through 23 inclusive of Registrant's Proxy
Statement/Prospectus, dated March 13, 1995, incorporated by reference
in response to item 1 to this Form 8-K.