1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 25, 1997
ENCORE MEDICAL CORPORATION
--------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-26538 65-0572565
-------- ------- ----------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
9800 METRIC BLVD., AUSTIN, TEXAS 78758
-------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (512) 832-9500
HEALTHCARE ACQUISITION CORP.
300 EAST BROWARD BLVD., FT. LAUDERDALE, FL, 33301
-------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
2
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On March 25, 1997, Encore Medical Corporation (formerly known as
Healthcare Acquisition Corp.) ("Registrant"), Healthcare Acquisition Inc., a
Texas corporation ("Acquisition") which is a wholly owned subsidiary of
Registrant and Encore Orthopedics, Inc., a Texas corporation ("Encore"),
finalized the transaction described in the Agreement and Plan of Merger
("Merger Agreement") dated November 12, 1996, as amended February 14, 1997,
pursuant to which Acquisition was merged with and into Encore (the "Merger"),
and whereby Encore was the surviving corporation and became a wholly-owned
subsidiary of the Registrant, subject to the terms and conditions of the Merger
Agreement which was submitted to the stockholders of the Registrant and Encore
for their approval.
BACKGROUND
Registrant was formed in March 1995 as a Specified Purpose Acquisition
Company(R)(1), the objective of which was to acquire an operating business in
the health care industry by merger, exchange of stock, stock or asset
acquisition or similar type of reorganization (a "Business Combination"). In
March 1996, Registrant successfully consummated an initial public offering of
its equity securities (the "IPO") from which it derived net proceeds of
approximately $9,000,000 after expenses. $8,383,500 of such amount was placed
in a trust account (the "Trust Fund") and invested in short-term United States
government securities. The funds held in the Trust Fund are to be released upon
the consummation of a Business Combination. The balance of the net proceeds
from the IPO was available for use by Registrant in its pursuit of a Business
Combination. Other than its pursuit of a Business Combination and the
consummation of the Merger, Registrant has not engaged in any business to date.
DETAILS OF MERGER
On March 25, 1997, after receiving the required approval of their
respective stockholders, Registrant, Acquisition and Encore completed the
Merger. In exchange for all of the outstanding Common and Series A Preferred
Stock of Encore, Registrant issued approximately 6,220,000 shares of common
stock and 930,000 HCAC $7 Warrants (as defined in the Form S-4 Registration
Statement effective on February 25, 1997 (file number 333-22053) (the "S-4"))
and has reserved approximately 4,000,000 common shares and 600,000 HCAC $7
Warrants for issuance upon exercise of options that were granted and
outstanding by Encore and were assumed by Registrant. The amount of such
consideration was determined in accordance with the provisions of the Merger
Agreement and reflected that stockholders of Registrant owning 134,900 shares
of Registrant's common stock exercised their Conversion Rights (as defined in
the S-4). The exact number of shares and HCAC $7 Warrants is to be determined
within sixty (60) days of the effective date of the Merger.
- -----------
(1) Specified Purposed Acquisition Company is a registered service mark of GKN
Securities Corp.
2
3
OPERATIONS AFTER THE MERGER
As a result of the Merger, Acquisition was merged with and into Encore and
Encore was the surviving corporation and became a wholly owned subsidiary of
Registrant. Registrant's Certificate of Incorporation was amended as of the
consummation of the Merger to (i) change its name to "Encore Medical
Corporation"; (ii) eliminate Article Sixth of the Certificate of Incorporation
which contained provisions that were inapplicable after a Business Combination
is consummated; (iii) increase the authorized number of shares of Registrant's
Common Stock from 20,000,000 to 35,000,000 shares; and (iv) provide for a
classified Board of Directors consisting of three classes. One class of the
Board of Directors was originally elected for a term expiring at the annual
meeting of stockholders to be held in 1998, another class was originally
elected for a term expiring at the annual meeting of stockholders to be held in
1999, and the remaining class was originally elected for a term expiring at the
annual meeting of stockholders to be held in 2000. Each class thereafter will
be elected for a three year term.
Effective upon consummation of the Merger, the Board of Directors
consisted of ten members. Three members of the newly constituted Board were
from Registrant's existing Board and the remaining seven members were designees
of Encore. In addition, Registrant's three executive officers resigned
effective at the consummation of the Merger, and were replaced by the current
officers of Encore. Encore's current officers and management became the
officers and management of both the Registrant and Encore after the Merger.
CERTAIN INFORMATION ABOUT ENCORE
Encore is an Austin, Texas based corporation which is engaged in the
business of designing, manufacturing, marketing and selling products for the
orthopedic implant industry. Such products include total knee joint implant
products, total hip implant products, a total shoulder implant product and a
variety of trauma implant products.
Encore commenced active operations in the second quarter of 1992 and its
December 31, 1996 audited financial statements reflected revenues of
approximately $17,621,000 for the fiscal year ended December 31, 1995,
resulting in net income of approximately $1,033,000 for the same period.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements for Encore were previously filed as part of the
S-4.
(b) Pro Forma Unaudited Balance Sheet of Encore Orthopedics, Inc. and
Healthcare Acquisition Corp. as of December 31, 1996.
(c) The following document is filed herewith as an exhibit:
(1) Press Release dated March 25, 1997;
(2) Other relevant exhibits were included as part of the S-4.
3
4
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.
ENCORE MEDICAL CORPORATION
---------------------------------
NICK CINDRICH
Chairman of the Board
Date:
----------------------------
4
5
EXHIBIT TO FORM 8-K
ENCORE MEDICAL CORPORATION
PRO FORMA COMBINED BALANCE SHEET OF ENCORE ORTHOPEDICS, INC.
AND HEALTHCARE ACQUISITION CORP. (UNAUDITED)
DECEMBER 31, 1996
(IN THOUSANDS)
ASSETS
Current Assets:
Cash $ 8,426
Accounts Receivable 4,467
Inventories 9,912
Other Current Assets 479
--------
Total Current Assets 23,284
Property & Equipment - Gross (1) 7,029
Accumulated Depreciation (3,098)
--------
Property & Equipment - Net 3,931
Other Noncurrent Assets 956
--------
Total Assets $ 28,171
========
LIABILITIES & SHAREHOLDER'S EQUITY
Current Liabilities:
Current Portion of Long-term Debt $ 164
Current Portion of Payable to Related Party 300
Accounts Payable and Accrued Expenses 2,884
Revolving Loan 2,300
--------
Total Current Liabilities 5,648
Long-term Debt, Net of Current Portion 5,000
Term Debt Discount (653)
Capital Leases - Long Term 566
Payable to a Related Party, Net of Current Portion 1,100
Other Long-term Liabilities 29
--------
Total Liabilities 11,690
Shareholder's Equity:
Common Stock 8
Add'l Paid in Capital 16,846
Retained Earnings (370)
Other (3)
--------
Total Shareholder's Equity 16,481
Total Liabilities, Warrants and Shareholder's Equity $ 28,171
========
5
6
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release dated March 25, 1997