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As filed with the Securities and Exchange Commission on August 9, 1996.
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 (Date of earliest event reported): AUGUST 1, 1996
MEDICAL IMAGING CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 0-12787 95-3643045
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
9444 FARNHAM STREET, SUITE 100
SAN DIEGO, CALIFORNIA 92123
(Address of Principal Executive Offices) (Zip Code)
(619) 560-0110
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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This Current Report on Form 8-K is filed by Medical Imaging Centers of
America, Inc., a California corporation ("MICA"), in connection with the
matters described herein.
ITEM 5. OTHER EVENTS
On August 1, 1996, MICA entered into an Agreement and Plan of Merger
(the "Merger Agreement") with U.S. Diagnostic Labs, Inc., a Delaware
corporation ("USDL"), and its wholly owned subsidiary MICA Acquiring
Corporation, a California corporation ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will be merged with and
into MICA whereupon the separate existence of Merger Sub will cease and MICA
will become a wholly owned subsidiary of USDL (the "Merger"). Pursuant to the
Merger, each outstanding share of MICA's common stock, no par value ("MICA
Common Stock"), would be converted into a right to receive $11.75 in cash (the
"Merger Consideration"). Each option to purchase MICA Common Stock (each a
"MICA Option") would be cancelled and each holder of a MICA Option would be
entitled to a cash payment equal to the product of the total number of shares
subject to the MICA Option and the excess of $11.75 over the exercise price per
share of the MICA Common Stock subject to the MICA Option. USDL currently does
not beneficially own, directly or indirectly, any of MICA's voting securities
apart from any beneficial ownership interest it may have as a result of
entering into the Merger Agreement. Following the Merger, MICA's Board of
Directors will be filled with USDL's designees. A copy of the Merger Agreement
is incorporated herein by reference and attached as Exhibit 2.1 hereto.
The Board of Directors has received a written opinion dated as of
August 1, 1996 from Batchelder & Partners, Inc., its financial advisor, stating
that the Merger Consideration is fair to the MICA shareholders from a financial
point of view.
The Merger is subject to the approval of the shareholders of MICA,
certain regulatory approvals and filings, including expiration of the waiting
period under the Hart-Scott-Rodino Improvements Act of 1976, as amended, and
other customary conditions. If the Merger is not consummated either because
(i) USDL terminates the Merger Agreement by reason of the Company's material
breach of the Merger Agreement and failure to cure such breach within ten (10)
days' notice from USDL, or (ii) the Board of Directors of MICA withdraws,
modifies or changes its approval of the Merger Agreement or the Merger in any
manner adverse to USDL or Merger Sub, or determines in good faith with the
advice of outside legal counsel that, in the exercise of its fiduciary
obligations, termination of the Merger Agreement is required by reason of an
agreement with a third party with respect to a business combination or similar
transaction, MICA is obligated to pay USDL a fee of 3% of the total Merger
Consideration. If the Merger is not consummated because USDL terminates the
Merger Agreement because of MICA's material breach of any representations or
warranties in the Merger Agreement (with such breach not cured either prior to
the closing of the Merger or within thirty (30) days after written notice from
USDL), MICA is obligated to pay USDL reasonable out-of-pocket expenses and fees
up to $200,000. The Merger Agreement can be terminated by either party if the
Merger is not consummated by November 19, 1996.
The foregoing summary of the terms of the Merger Agreement and the
Merger does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement.
On August 1, 1996, MICA issued a press release announcing execution of
the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 1, 1996,
among U.S. Diagnostic Labs, Inc., a Delaware corporation, MICA
Acquiring Corporation, a California corporation, and Medical
Imaging Centers of America, Inc., a California corporation.
99.1 Press Release, dated August 1, 1996, issued by Medical Imaging
Centers of America, Inc.
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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 hereunto duly authorized.
Date: August 9, 1996 Medical Imaging Centers of America, Inc.
By: /s/ Robert S. Muehlberg
-----------------------------
Robert S. Muehlberg
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No. Page
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2.1 Agreement and Plan of Merger, dated as of August 1, 1996, among
U.S. Diagnostic Labs, Inc., a Delaware corporation, MICA Acquiring
Corporation, a California corporation, and Medical Imaging Centers
of America, Inc., a California corporation.
99.1 Press Release, dated August 1, 1996, issued by Medical Imaging
Centers of America, Inc.
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