SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 24, 2000
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InSight Health Services Corp.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER )
Delaware 0-28622 33-0702770
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(949) 476-0733
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On January 24, 2000, InSight Health Corp., a Delaware corporation and a
wholly owned subsidiary of InSight Health Services Corp., a Delaware
corporation ("Registrant"), acquired substantially all of the assets
(the "Assets") of Southern Regional MRI, LLC, an Indiana limited
liability corporation ("Southern Regional"), and Indiana MRI of
Indianapolis, LLC ("Indianapolis," and together with Southern Regional,
the "Sellers"), pursuant to an Asset Purchase and Liabilities
Assumption Agreement dated January 21, 2000 (the "Purchase Agreement").
The Sellers are owned and controlled by Soterion Corporation, an
Indiana corporation, which was also a party to the Purchase Agreement.
The Assets acquired by Registrant under the Purchase Agreement consist
of certain tangible and intangible assets, including diagnostic imaging
equipment, customer contracts and other agreements held by Sellers in
connection with providing diagnostic imaging services to customers in
Lafayette and Indianapolis, Indiana.
The aggregate purchase price for the Assets was $6,645,090 million. The
purchase price was paid entirely in cash and is subject to certain
post-closing adjustments. A portion of the purchase price is being held
in escrow for a period of time after the closing for the satisfaction
of certain indemnification obligations of the Sellers. Registrant
utilized its existing credit facility with Bank of America, N.T. & S.A.
to fund the purchase price.
(b) Sellers provided diagnostic imaging services, including magnetic
resonance imaging and bone densitometry in Indiana. Registrant intends
to use the Assets to expand upon its existing business. Registrant
provides diagnostic imaging and information, treatment and related
management services to managed care, hospitals and other contractual
customers in 32 United States, including five major U.S. markets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired.
It is impractical to file with this report the financial
statements required by this Item. Audited financial statements
of Sellers required by this Item will be included in an
amendment to this report to be filed within 60 days after the
date this report is filed with the Securities and Exchange
Commission ("SEC").
(b) Pro forma financial information (unaudited).
It is impractical to file with this report the pro forma
financial information required by this Item. Pro forma
financial information required by this Item will be included
in an amendment to this report to be filed within 60 days
after the date this report is filed with the SEC.
(c) Exhibits.
2.1 Asset Purchase and Liabilities Assumption Agreement
dated as of January 21, 2000 by and among InSight
Health Corp., Southern Regional MRI, LLC, Indiana MRI
of Indianapolis, LLC, Indiana MRI of Lafayette, LLC
and Soterion Corporation (filed herewith).
2.2 Side Agreement dated as of January 21, 2000 by and
among InSight Health Corp., Southern Regional MRI,
LLC, Indiana MRI of Indianapolis, LLC, Indiana MRI of
Lafayette, LLC and Soterion Corporation (filed
herewith).
99.1 Press Release dated February 1, 2000, announcing the
completion of the acquisition (filed herewith).
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 thereunto duly authorized.
Date: February 7, 2000
INSIGHT HEALTH SERVICES CORP.
BY: /s/ Thomas V. Croal
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Thomas V. Croal
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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2.1 Asset Purchase and Liabilities Assumption Agreement dated as
of January 21, 2000 by and among InSight Health Corp.,
Southern Regional MRI, LLC, Indiana MRI of Indianapolis, LLC,
Indiana MRI of Lafayette, LLC and Soterion Corporation
(filed herewith)
2.2 Side Agreement dated as of January 21, 2000 by and among
InSight Health Corp., Southern Regional MRI, LLC, Indiana MRI
of Indianapolis, LLC, Indiana MRI of Lafayette, LLC and
Soterion Corporation (filed herewith)
99.1 Press Release dated February 1, 2000, announcing the
completion of the acquisition (filed herewith)