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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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 28, 2000
United Therapeutics Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26301 52-1984749
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1110 Spring Street
Silver Spring, MD 20910
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 608-9292
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ITEM 2. ACQUISITION OF ASSETS.
On December 28, 2000, United Therapeutics Corporation (the "Company")
announced the acquisition by UTSC Sub Acquisition, Inc., a Delaware corporation
("UTSC Sub") of all the assets and certain liabilities of Medicomp, Inc., a
Florida corporation ("Medicomp"), and Telemedical Procedures, LLC, a Florida
limited liability company ("Telemedical" and, together with Medicomp, the
"Medicomp Companies") pursuant to the terms of an Asset Purchase Agreement dated
as of December 28, 2000. UTSC Sub is a wholly owned subsidiary of Unither
Telemedicine Services Corporation, a Delaware corporation ("UTSC"), which is a
wholly owned subsidiary of the Company. The acquisition closed on December 29,
2000.
The Company paid $8 million cash and issued approximately 260,000
shares of its common stock in exchange for the assets of the Medicomp
Companies. The stock component of the consideration is subject to adjustment.
Approximately 130,000 of the shares issued to Medicomp are subject to escrow
arrangements pursuant to the terms of an Escrow Agreement dated as of December
28, 2000 among the Company, UTSC Sub, Medicomp, Mahon, Patusky, Rothblatt and
Fisher, Chartered, as escrow agent, and Chicago Title, as successor escrow
agent.
Medicomp may receive additional shares from the Company on the third
anniversary of the closing if the average closing price of the Company's common
stock over the 30 calendar days prior to the anniversary is less than $70.00 per
share, in order to achieve the equivalence of shares issued to Medicomp at the
closing valued at $70.00 per share (subject to a maximum of 600,000 shares).
The Medicomp Companies (now UTSC Sub) are related cardiac monitoring
companies based in Florida specializing in providing cardiac Holter and event
monitoring analysis services remotely via proprietary peer-to-peer networks
using telephone dial-up and Internet connections. These services are designed
to address the needs of patients suspected of suffering from cardiac
arrhythmias and other abnormalities such as ischemic events. The companies
also design and manufacture the unique devices required to provide the
services. UTSC will continue this business under the Medicomp name. Ricardo
Balda, President of the Medicomp Companies, has become co-CEO of UTSC, is
serving as CEO of Medicomp, and will join the Board of Directors of the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Financial statements required by this Item 7 are not included in this
amendment to current report on Form 8-K. Such financial statements
will be filed by additional amendment within the 60 days permitted
under this Item 7.
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(b) Pro Forma Financial Information
Pro forma financial information required by this Item 7 are not
included in this amendment to current report on Form 8-K. Such pro
forma financial information will be filed by additional amendment
within the 60 days permitted under this Item 7.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of December 28, 2000 among
UTSC Sub, the Company, Medicomp and Telemedical.*
2.2. Registration Rights Agreement dated as of December 28, 2000
between the Company and Medicomp.
2.3 Escrow Agreement dated as of December 28, 2000 among the
Company, UTSC Sub, Medicomp, Mahon, Patusky, Rothblatt &
Fisher, Chartered, as escrow agent, and Chicago Title, as
successor escrow agent.
* The registrant hereby undertakes to furnish supplementally a copy
of any omitted schedule to this Agreement to the Securities and
Exchange Commission upon request.
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SIGNATURE
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.
United Therapeutics Corporation
(Registrant)
Date: January 31, 2001 By: /s/ Fred T. Hadeed
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Name: Fred T. Hadeed
Title: Chief Financial Officer
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Exhibit Index
Exhibit No. Description of Exhibit
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2.1 Asset Purchase Agreement dated as of December
28, 2000 among UTSC Sub, the Company, Medicomp
and Telemedical.
2.2. Registration Rights Agreement dated as of
December 28, 2000 between the Company and
Medicomp.
2.3 Escrow Agreement dated as of December 28, 2000
among the Company, UTSC Sub, Medicomp, Mahon,
Patusky, Rothblatt & Fisher, Chartered, as
escrow agent, and Chicago Title, as successor
escrow agent.