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: November 15, 1995
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ROTECH MEDICAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)
Florida 59-2115892
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4506 L.B. McLeod Road, Suite F, Orlando, Florida 32811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 841-2115
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Not Applicable
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(former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
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Effective November 1, 1995, RoTech Medical Corporation (the "Registrant")
through itself and its wholly-owned subsidiaries acquired, or will acquire
within 60 days from the filing of this Form 8-K, an aggregate of individually
insignificant businesses, as defined per Regulation S-X Rule 3-05. The
individually insignificant businesses were acquired during the period August 1,
1995 to November 1, 1995, for an approximate aggregate purchase price of $35
million. The acquisitions of the following businesses comprise the mathematical
majority of the aggregate of individually insignificant businesses: Advantage
Healthcare, Inc., Revco Home Health Care Centers, Inc. and Valley Medical, Inc.
Effective October 1, 1995, the Registrant, through its wholly-owned subsidiary
Beta Medical Equipment, Inc., acquired substantially all of the assets of
Advantage Healthcare, Inc., a Tennessee-based corporation ("Advantage"), for
$2.6 million cash and 56,281 shares of its restricted Common Stock valued at
$1.1 million. Advantage provides home health products through a single location
in Tennessee.
Effective October 1, 1995, the Registrant, through its wholly-owned subsidiary
Responsive Home Health Care, Inc., acquired substantially all of the assets of
Revco Home Health Care Centers, Inc., also known as Hooks Home Health Care
("Hooks") for $10.4 million cash. Hooks provides home health products through
its 32 locations in Indiana, Ohio, Kentucky, Illinois and Tennessee.
Effective November 1, 1995, the Registrant, through its wholly-owned subsidiary
Valley Medical, Inc., acquired substantially all of the assets of Valley Home
Medical, Inc., a Utah-based corporation ("Valley"), for $3.3 million cash.
Valley provides retail pharmaceuticals, intravenous pharmaceutical medications
and home health products through a single location in Utah.
The Sellers of each of the businesses acquired during the period August 1, 1995
to November 1, 1995, had no material relationships with the Registrant prior to
their respective acquisitions. The Registrant intends to continue each business
as acquired. The cash purchase prices of each of the acquisitions was paid with
funds borrowed in the ordinary course of business on the Registrant's $75
million credit facility. The purchase price of each acquisition was based on
comparable purchases in the home health industry, type and timing of
consideration to be paid and arms-length negotiations between the Registrant and
the respective Sellers.
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits
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(a) 1. Financial statements of business acquired.
It is impracticable at this time to provide the required financial statements of
Advantage, Hooks and Valley. Audited financial statements of Advantage for the
fiscal year ended December 31, 1994, unaudited financial statements of Advantage
for the nine months ended September 30, 1995, audited financial statements of
Hooks for the fiscal year ended June 3, 1995, unaudited financial statements of
Hooks for the four months ended September 30, 1995, audited financial statements
of Valley for the fiscal year ended November 30, 1994 and unaudited financial
statements for the eleven month period ended October 31, 1995 will be filed,
under cover of Form 8-K/A as soon as practicable, but no later than (60) days
after the filing of this Form 8-K.
(b) 1. Pro forma financial information.
Pro forma financial information relating to the acquisitions of Advantage, Hooks
and Valley will be filed, under cover of Form 8-K/A as soon as practicable, but
no later than (60) days after the filing of this report.
(c) Exhibits
2.1 Agreement for Sale and Purchase of Assets and Covenant Not to Compete dated
October 1, 1995 between the Registrant and Advantage, Asset Purchase Agreement
dated October 1, 1995 between the Registrant and Hooks, Agreement for Purchase
and Sale of Assets dated November 1, 1995 between the Registrant and Valley
(collectively referred to as "Agreements"). Pursuant to Item 601(b)(2) of
Regulation S-K, schedules to the Agreements have been omitted. The Registrant
hereby undertakes to furnish supplementally a copy of such schedules to the
Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
RoTech Medical Corporation,
a Florida Corporation
Dated: November 15, 1995 By: /s/ Rebecca R. Irish
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Rebecca R. Irish, Treasurer
and Chief Financial Officer