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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):
May 17, 2001
HealthTronics Surgical Services, Inc., formerly HealthTronics, Inc.
(Exact name of the Registrant as specified in its charter)
Georgia 001-14921 58-2210668
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation and organization) identification No.)
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1841 West Oak Parkway, Suite A
Marietta, Georgia 30062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
770-419-0691
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Item 2. Acquisition or Disposition of Assets.
On May 17, 2001, HealthTronics Surgical Services, Inc., formerly
HealthTronics, Inc., (the "Company") purchased all of the issued and outstanding
capital stock of Heritage Medical Services of Texas, Inc. ("Heritage") and HSC
of Gulf Coast, Inc. ("HSC") for $565,000 in cash, pursuant to a Stock Purchase
Agreement by and among the Company and HEALTHSOUTH Corporation and Surgical
Health Corporation. The acquisitions are given financial effect as of May 1,
2001. Heritage and HSC collectively own a 52.07% interest in and Heritage is
general partner of Gulf Coast Lithotripsy Associates, L.P. ("GCLA"). GCLA owns a
70% interest in and is general partner of Lithotripsy Associates of Texas,
Limited Partnership.
The purchase price was determined and negotiated by the parties based
on the expected annual cash flow to be generated by the companies purchased. The
Company financed the acquisitions with working capital generated by its
business.
The Company intends to cause 60% of its interest in GCLA (or 31% of
GCLA) to be sold.
Earlier this year, the Company announced that it had agreed with
HEALTHSOUTH Corporation that the Company would be able to use HEALTHSOUTH'S
surgery centers to provide OssaTron(R) orthopaedic shock wave treatment for
chronic plantar fasciitis. Two directors of the Company, Russell Maddox and
Michael D. Martin, are former executive officers of HEALTHSOUTH Corporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
this Item 7(a). Such financial statements shall be filed by amendment to this
Form 8-K no later than 60 days after the date this report was due.
b. Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after the date this report was due.
c. Exhibits
2.1 Stock Purchase Agreement by and among the Company and
HEALTHSOUTH Corporation and Surgical Health Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
HealthTronics, Inc.
Dated:
May 24, 2001 By: /s/ Victoria W. Beck
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Victoria W. Beck
Chief Financial Officer
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Exhibit Index
The following is a list of the Exhibits filed herewith.
Exhibit
Number Description of Exhibit
2.1 Stock Purchase Agreement by and among the Company, and HEALTHSOUTH
Corporation and Surgical Health Corporation