SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 1998
US ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26190 84-1213501
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
(Address of principal executive office) (Zip Code)
(281) 873-2674
(Registrant's telephone number, including area code)
Former Name: American Oncology Resources, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On December 15, 1998, American Oncology Resources, Inc., a Delaware
corporation (the "Company"), filed a Current Report on Form 8-K regarding its
entering into that certain Agreement and Plan of Merger, effective December 11,
1998, among the Company, Physician Reliance Network, Inc., a Texas corporation
("PRN"), and Diagnostic Acquisition, Inc., a Texas corporation ("Merger
Subsidiary"), of which filing this Form 8-K/A is an amendment. On June 15,
1999, the shareholders of PRN approved the merger of Merger Subsidiary with and
into PRN pursuant to the Agreement and Plan of Merger, which resulted in PRN
becoming a wholly owned subsidiary of the Company. In addition, on June 15,
1999, the stockholders of the Company approved the issuance of Company shares to
the shareholders of PRN in connection with the merger as well as certain related
matters, including the adoption of the Company's Amended and Restated
Certificate of Incorporation, which, among other things, changed the name of the
Company to "US Oncology, Inc." In connection with the merger, the Company also
adopted Amended and Restated By-Laws.
The Company's Amended and Restated Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on June 15, 1999 and
is attached hereto as Exhibit 3.1. The Company's Amended and Restated By-Laws
are attached hereto as Exhibit 3.2. A press release announcing the consummation
of the merger was issued on June 15, 1999 and is attached hereto as Exhibit
99.2.
Item 7. Financial Statements and Exhibits.
It is impracticable to file financial statements and pro forma
financial information at this time. The Company will file such statements and
information as soon as practicable. It is expected that such statements and
information will be filed by amendment to this Form 8-K, on or before August 29,
1999.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated as of December 11, 1998
among American Oncology Resources, Inc., Physician Reliance
Network, Inc., and Diagnostic Acquisition, Inc. (Schedules and
Exhibits omitted).*
Exhibit 2.2 Company Stock Option Agreement dated as of December 11, 1998
between American Oncology Resources, Inc., and Physician
Reliance Network, Inc.*
Exhibit 2.3 Parent Stock Option Agreement dated as of December 11, 1998
between American Oncology Resources, Inc., and Physician
Reliance Network, Inc.*
Exhibit 3.1 Amended and Restated Certificate of Incorporation of the
Company.
Exhibit 3.2 Amended and Restated By-Laws of the Company.
Exhibit 99.1 Joint Press Release dated December 14, 1998.*
Exhibit 99.2 Press Release dated June 15, 1999.
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* previously filed
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.
US ONCOLOGY, INC.
Date: June 16, 1999 By: /s/ R. Dale Ross
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Name: R. Dale Ross
Title: Chairman of the Board and
Chief Executive Officer