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):
December 22, 2003
WORLD HEALTH ALTERNATIVES, INC.
(Exact name of registrant as specified in this charter)
Florida 333-84934 04-3613924
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Penn Center Blvd., Suite 201, Pittsburgh, PA 15235
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (412) 829-7800
NOT APPLICABLE
(Former Name or Former Address, if Changes Since Last Report)
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Effective December 22, 2003, World Health Alternatives, Inc. (the "Company")
acquired substantially all of the assets of Superior Staffing Solutions, Inc.
("Superior") for (1) $1.5 million in cash paid at closing, (2) $1.5 million in
cash to be paid within 30 days after the closing, (3) 305,343 shares of the
Company's restricted common stock valued at $1.31 per share and (4) $800,000 in
cash, plus interest, to be paid in ten payments of $95,030 from the first
quarter of 2004 through the third quarter of 2006. The initial $1.5 million of
the purchase price was paid from the proceeds of a private placement transaction
that the Company completed on December 24, 2003.
A copy of the Asset Purchase Agreement is attached at Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Superior operates a medical staffing business in the Pittsburgh area with
approximately $6.8 million of annualized revenues during 2003. Superior's
operations and those of the Company will be combined to achieve expected
operating efficiencies and to provide the Company's customers with a wider
selection of consultants.
The amount of consideration paid by the Company in connection with the asset
acquisition was determined by arms-length negotiation among the parties. There
was no material relationship between Superior and the Company or any of its
affiliates, any director or officer of the Company, or any associate of any such
director or officer.
ITEM 7 - FINANCIAL STATEMENTS & EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements are unavailable as of the date of this filing.
Such information will be filed on or before the sixtieth day following
the filing date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before the sixtieth
day following the filing date that this Current Report on Form 8-K must
be filed.
(c) Exhibits
PAGES OF
SEQUENTIAL
EXHIBIT INDEX NUMBERING SYSTEM
(2.1) Asset Purchase Agreement made December 22, 2003, among Better
Solutions, Inc., Superior Staffing Solutions, Inc., Craig Fusting,
Charles Smith and Reginald Belden
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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.
WORLD HEALTH ALTERNATIVES, INC.
By /s/Richard E. McDonald
---------------------------------------
Richard E. McDonald
President,
Principal Financial Officer
Principal Accounting Officer
Chairman of the Board of Directors,
President and Chief Executive Officer
By /s/Marc D. Roup
---------------------------------------
Marc D. Roup
Chief Executive Officer and Director
Date: December 23, 2002
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