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) May 30, 1997
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InSight Health Service 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 officers) (Zip Code)
(714) 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.
On May 30, 1997, InSight Health Services Corp. ("Registrant"), through
its wholly owned subsidiary InSight Health Corp. ("InSight"), consummated the
acquisition ("Acquisition") of certain assets of Mobile Imaging Consortium,
Limited Partnership, a Maine limited partnership ("MIC-ME") and Mobile
Imaging Consortium - New Hampshire, a Maine general partnership ("MIC-NH")
(collectively, "Sellers") pursuant to an Asset Purchase and Liabilities
Assumption Agreement dated January 3, 1997 by and among Insight, MIC-ME and
MIC-NH, as amended by Amendment No. 1 thereto dated May 30, 1997. Pursuant
to the Asset Purchase and Liabilities Assumption Agreement and Amendment No.
1 thereto (collectively, "Purchase Agreement") InSight acquired certain
tangible and intangible assets, including mobile diagnostic imaging equipment
used by Sellers in providing diagnostic imaging services to customers in the
Northeastern United States. In addition, InSight assumed certain liabilities
of Sellers, consisting primarily of leases relating to mobile imagine
equipment and tractors and a lease for certain office space in Portland,
Maine.
The aggregate purchase price of the Acquisition was $7,650,000 and
was determined by negotiations among the parties. As a material part of the
Acquisition, Sellers and their affiliates entered into a noncompetition
agreement with InSight pursuant to which neither Sellers nor their affiliates
will hold an ownership (direct or indirect) position in, invest in, lease or
operate (i) for five years after closing any magnetic resonance imaging
services and (ii) for three years after closing any computed tomography
imaging services, which would operate in Maine or New Hampshire or in any
other area in which Sellers and their affiliates would be deemed to be in
competition with InSight. General Electric, acting through GE Medical, loaned
InSight $6,800,000 of the purchase price which was paid to Sellers at the
closing of the Acquisition. The balance of the purchase price is being paid
to MIC-ME over a twelve-month period as InSight collects the MIC-ME accounts
receivable which were included in the Acquisition. The $6,800,000 loan bears
interest at 10.5% per annum and is repayable on a fully amortized basis by
InSight over seven years, commencing on July 1, 1997.
Sellers were MIC-ME, a limited partnership comprised of eight
individuals as limited partners and four corporate entities as general
partners and MIC-NH, a general partnership comprised of five corporate
entities as general partners.
InSight provides diagnostic imaging and information, treatment and
related management services to managed care, hospital and other contractual
customers in 28 United States, including five major U.S. markets: California,
the Southwest, including a major presence in Texas, the Midwest, the
Northeast and the Southeast. The Acquisition adds three mobile imaging
networks to InSight's existing operations in the Northeast.
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
MIC-ME and MIC-NH for the fiscal year ended December 31, 1996
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 3, 1997 by and among InSight Health Corp., Mobile
Imaging Consortium, Limited Partnership and Mobile Imaging
Consortium - New Hampshire (filed herewith).
2.2 Amendment No. 1 to the Asset Purchase and Liabilities Assumption
Agreement dated as of May 30, 1997 by and among InSight Health
Corp., Mobile Imaging Consortium, Limited Partnership and Mobile
Imaging Consortium - New Hampshire (filed herewith).
99.1 Press Release dated June 3, 1997 announcing the completion of
the Acquisition (filed herewith).
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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 thereunto duly authorized.
Date: June 16, 1997
INSIGHT HEALTH SERVICES CORP.
BY: /s/ E. LARRY ATKINS
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E. Larry Atkins
President and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DOCUMENTATION DESCRIPTION NUMBERED PAGE
2.1 Asset Purchase and Liabilities Assumption
Agreement dated as of January 3, 1997 by
and among InSight Health Corp., Mobile
Imaging Consortium, Limited Partnership
and Mobile Imaging Consortium - New
Hampshire.
2.2 Amendment No. 1 to the Asset Purchase
and Liabilities Assumption Agreement
as dated as of May 30, 1997 by and among
InSight Health Corp., Mobile Imaging
Consortium, Limited Partnership and
Mobile Imaging Consortium - New
Hampshire.
99.1 Press Release dated June 3, 1997 announcing
the completion of the Acquisition.