================================================================================
UNITED STATES
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 29, 1995
-----------
HELIAN HEALTH GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2-18244 95-4070276
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9600 BLUE LARKSPUR LANE 93940
MONTEREY, CALIFORNIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 646-9000
(Former name, former address and former fiscal year,
if changed since last report)
================================================================================
ITEM 5. OTHER INFORMATION
The Registrant entered into an Agreement and Plan of Merger with
TheraTx, Incorporated Atlanta Acquisition Corp., dated August 29, 1995. In
connection with the Agreement and Plan of Merger, the Registrant also entered
into a Stock Option Agreement, dated August 29, 1995, with TheraTx,
Incorporated, and the Registrant and certain stockholders of the Registrant
entered into a Stockholder Agreement, dated August 29, 1995. These Agreements
are attached as Exhibit 1 to this report. The Registrant's press release
announcing the definitive Agreement and Plan of Merger is attached as Exhibit 2
to this report.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Agreement and Plan of Merger by and Among TheraTx,
Incorporated, Atlanta Acquisition Corp. and Helian Health
Group, Inc., dated as of August 29, 1995 (which includes
conformed copies of the Stock Option Agreement, dated August
29, 1995, between Helian Health Group, Inc. and TheraTx,
Incorporated, and a Stockholder Agreement, dated August 29,
1995, between certain stockholders of Helian Health Group,
Inc. and TheraTx).
2. Press Release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HELIAN HEALTH GROUP, INC.
September 1, 1995 /s/ DONALD C. BLANDING
----------------- -------------------------------------------
DONALD C. BLANDING, TREASURER AND PRINCIPAL
ACCOUNTING OFFICER