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) June 30, 1997
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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)
(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 July 1, 1997, InSight Health Services Corp. ("Registrant"), through
its wholly owned subsidiary InSight Health Corp. ("InSight"), consummated the
acquisition ("Acquisition") of certain assets of Desmond L. Fischer, M.D.
(d/b/a Chattanooga Outpatient Center), an individual residing in the State of
Tennessee ("Seller") pursuant to an Asset Purchase and Liabilities Assumption
Agreement ("Purchase Agreement") dated June 20, 1997. Pursuant to the
Purchase Agreement, InSight acquired certain tangible and intangible assets,
including fixed diagnostic imaging equipment used by Seller at a
multi-modality diagnostic imaging center located at 1301 McCallie Avenue,
Chattanooga, Tennessee 37404 ("Center"). In addition, InSight assumed certain
liabilities of Seller, consisting primarily of leases relating to diagnostic
imaging equipment.
The aggregate purchase price of the Acquisition was $9,000,000 and was
determined by negotiations between the parties. In addition, InSight is
obligated to repay to Seller's primary lender, by July 31, 1997, sums
aggregating $1,900,000 relating to certain diagnostic imaging equipment. As a
material part of the Acquisition, Seller entered into a noncompetition
agreement with InSight pursuant to which Seller will not for five (5) years,
directly or indirectly, have any ownership interest in, hold a position in,
invest in, lease, manage, or control or otherwise participate in the
development, management, marketing or operation of any business which
provides magnetic resonance imaging, CT imaging, mammography, ultrasound, or
nuclear medicine products or services, whether fixed or mobile, within a
twenty-five (25) mile radius of the Center. In addition, InSight entered into
a five (5) year professional services agreement with Seller to provide
interpretative services to the Center and a ten (10) year lease with Seller
for the building in which the Center is located. General Electric Company,
acting through GE Medical Systems, loaned InSight an aggregate of $10,900,000,
$9,000,000 of which was paid to Seller at the closing of the Acquisition and
$1,900,000 of which will be paid to Seller's primary lender by July 31, 1997.
The $10,900,000 loan, bears interest at 10.7% per annum and is repayable on a
fully amortized basis by InSight over seven (7) years, commencing on August
1, 1997.
InSight provides diagnostic imaging and information, treatment and
related management services to managed care, hospitals and other contractual
customers in 29 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 a multi-modality
diagnostic imaging center, InSight's first located in Tennessee, to its
existing business in the Southeast.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
It is impractical to file with this report the financial
statements required by this Item. Financial statements of Desmond L.
Fischer, M.D. (d/b/a Chattanooga Outpatient Center) 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 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
June 20, 1997 by and between InSight Health Corp. and Desmond L.
Fischer, M.D. (d/b/a Chattanooga Outpatient Center)(filed
herewith).
99.1 Press Release dated July 1, 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: July 14, 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. Document Description Numbered Page
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2.1 Asset Purchase and Liabilities Assumption
Agreement dated as of June 20, 1997 by and
between InSight Health Corp. and Desmond L.
Fischer, M.D. (d/b/a Chattanooga Outpatient
Center).
99.1 Press Release dated July 1, 1997 announcing
the completion of the Acquisition.
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