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: April 1, 1996
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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 April 1, 1996, 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 November
15, 1995 to April 1, 1996, for an approximate aggregate purchase price of $58
million. The acquisitions of the following businesses comprise the mathematical
majority of the aggregate of individually insignificant businesses: Physician
Management Group, Inc., Preferred Medical Equipment Co., Inc., G & G Medical,
Inc., Rhema, Inc., Respiratory Home Care, Inc., CP02, Inc., National Home Care,
Inc., Murray Medical, Inc. and Roth Medical, Inc.
Effective December 15, 1995, the Registrant, through its wholly-owned subsidiary
Doctors Management Group, Inc., acquired substantially all of the assets of
Physician's Management Group, Inc., a Louisiana-based corporation ("PMG"), for
$1,855,000 cash and 56,281 shares of its restricted Common Stock valued at
$950,000. PMG is a physician practice management company providing service to
hospitals and physicians through its locations in Louisiana.
Effective January 1, 1996, the Registrant, through its wholly-owned subsidiary
Home Medical Systems, Inc., acquired substantially all of the assets of
Preferred Medical Equipment Co., Inc., a Tennessee-based corporation
("Preferred") for $2.5 million cash. Preferred provides home health products
through its three locations in Tennessee.
Effective January 4, 1996, the Registrant acquired substantially all of the
outstanding shares of common capital stock of G & G Medical, Inc., a Colorado-
based corporation ("G & G"), for $1.25 million cash and 49,091 shares of RoTech
Medical Corporation stock valued at $1.35 million. G & G provides home health
products through three locations in Utah and Colorado.
Effective January 1, 1996, the Registrant acquired all of the outstanding shares
of common capital stock of Rhema, Inc., a Texas Corporation ("Rhema") for $2.5
million cash and 109,091 shares of its restricted common stock valued at $3.0
million. Rhema provides home health care products and services through its
single location in Irving, Texas.
Effective January 1, 1996, the Registrant, through its wholly-owned subsidiary,
Respiratory Medical Equipment of Georgia, Inc., acquired substantially all of
the assets of Respiratory Home Care, Inc. a Georgia-based corporation ("RHC")
for $2.6 million cash
and 41,818 shares of its restricted common stock valued at $1.15 million. RHC
provides home health products and services through its three locations in
Georgia .
Effective January 1, 1996, the Registrant, acquired all of the outstanding
shares of common capital stock of CP02, Inc., a Pennsylvania-based corporation
("CP02") for $4.0 million cash. CP02 provides respiratory therapy and home
health products through its three locations in Pennsylvania.
Effective February 1, 1996, the Registrant acquired all of the outstanding
shares of common capital stock of National Home Care Service, Inc., a Florida-
based corporation ("NHC") for $2.056 million cash and 19,917 shares of its
restricted common stock valued at $547,718. NHC provides home health care
products and services through its two locations in Florida.
Effective February 1, 1996 the Registrant acquired all of the outstanding shares
of common capital stock of Murray Medical, Inc., a Colorado Corporation
("Murray") for $2.4 million cash. Murray provides home health products through
its 2 locations in Colorado.
Effective February 22, 1996 the Registrant acquired all of the outstanding
shares of common capital stock of Roth Medical, Inc., a Colorado-based
corporation ("Roth") for $5.3 million cash. Roth provides home health products
through its 3 locations in Colorado.
The Sellers of each of the businesses acquired during the period November 15,
1995 to April 1, 1996, 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
$150 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
the acquisitions noted under Item 2. Audited financial statements of PMG for the
fiscal year ended December 31, 1994, unaudited financial statements of PMG for
the eleven months ended November 30, 1995, audited financial statements of
Preferred, Rhema, RHC, and CP02 ended December 31, 1995, audited financial
statements of G & G for the fiscal year ended March 31, 1995, and unaudited
financial statements for the nine month period ended December 31, 1995, audited
financial statements of NHC for the fiscal year ended
December 31, 1995, unaudited financial statements of NHC for the one month
period ended January 31, 1996, audited financial statements of Murray and Roth
(consolidated) for the fiscal year ended May 31, 1995, unaudited financial
statements for Murray and Roth (consolidated) for the eight months ended January
31, 1996 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 as listed in Item 2
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
December 15, 1995 between the Registrant and PMG, Agreements for Sale and
Purchase of Assets and Covenant Not to Compete dated January 1, 1996 between the
Registrant and Preferred and the Registrant and RHC, Agreement for Purchase and
Sale of Shares dated January 4, 1996 between the Registrant and G & G and
the Registrant and CP02,
Merger Agreement dated January 1, 1996 between the Registrant and Rhema,
Agreement for Purchase and Sale of Shares dated February 1, 1996 between
Registrant and NHC, Agreement for Purchase and Sale of Shares dated February 1,
1996 between the Registrant and Murray, Agreement for Purchase and Sale of
Shares dated February 22, 1996 between the Registrant and Roth (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: April 1, 1996 By: /s/ Rebecca R. Irish
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Rebecca R. Irish, Treasurer
and Chief Financial Officer