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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): JANUARY 2, 1996
RESPONSE ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation)
0-15416 62-1212264
(Commission File Number) (I.R.S. Employer Identification No.)
1775 MORIAH WOODS BLVD., MEMPHIS, TENNESSEE 38117
(Address of principal executive offices, including Zip Code)
(901) 761-7000
(Registrant's telephone number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 1996, the Registrant acquired (the "Transaction") from
unaffiliated individual sellers (the "Sellers") 100% of the issued and
outstanding common stock (the "Acquired Stock") of Oncology Hematology Group of
South Florida, Inc., a Florida corporation (the "Acquired Business"). The total
consideration (the "Purchase Price") for the Acquired Stock was approximately
$12.1 million, approximately $5.3 million of which was paid in cash,
approximately $5.0 million paid in the form of the Registrant's long-term
unsecured interest-bearing amortizing promissory note (the "Long-Term Note")
and the balance being paid over 16 calendar quarters at the rate of $50,000 per
quarter. The quarterly payments of interest and principal under the Long-Term
Note may, at the election of the Sellers, acting through a duly-appointed
attorney-in-fact, be paid in shares of common stock of the Registrant (the
"Registrant Common Stock") based on a conversion price in excess of the current
market price of the Registrant's common stock. The delivery of the Long-Term
Note and the Registrant Common Stock potentially issuable by the Registrant in
full or partial satisfaction of the Long-Term Note have not been registered
under the Securities Act of 1933 in reliance upon an exemption from such
registration.
The Acquired Stock was purchased by the Registrant directly from the
Sellers, who constituted all of the stockholders of the Acquired Business. At
the time of the Transaction, no Seller had a material relationship with the
Registrant. Upon consummation of the Transaction, the Acquired Business became
a wholly owned subsidiary of the Registrant, the assets of which include
medical equipment, accounts receivable, office furnishings and fixtures, rights
under a certain sublease for certain office space, employee base and expertise,
know-how in respect of management of a medical practice in the oncology and
hematology specialty, computer systems, accounting books and records and other
intangible assets. Such assets were historically used in the conduct by the
Acquired Business of a group medical practice in the oncology and hematology
specialty.
Simultaneous with the consummation of the Transaction, a newly-formed
professional association wholly owned by the Sellers and formed to continue the
group medical practice theretofore conducted by the Sellers (the "New PC")
entered into a long-term management services agreement (the "Service
Agreement") with the New PC providing for the management by the Registrant of
the non-medical aspects of the practice thereafter conducted by the New PC.
Pursuant to the Service Agreement, the Registrant will manage the non-medical
aspects fo the New PC's business and will permit the New PC to use office
space, equipment and other assets owned or leased by the Registrant in exchange
for an agreed-upon management fee.
The cash portion of the Purchase Price was provided from working capital
of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
It is impracticable for the Registrant to provide with this Current
Report the financial statements for the Acquired Business required to be filed
pursuant to Rule 3-05 of Regulation S-X and pro forma financial information
required to be filed pursuant to Article 11 of Regulation S-X because all such
financial statements and information are presently not available. Such
financial statements and pro forma financial information shall be filed as soon
as it becomes available, but in any event no later than March 17, 1996.
In addition to the foregoing, the following exhibits are filed as a part
of this report:
1. Stock Purchase Agreement by and among Response Oncology, Inc.,
Stockholders of Oncology Hematology Group of South Florida, P.A. and South
Florida Oncology Hematology Associates, P.A. dated December 28, 1995.
2. Service Agreement between Response Oncology, Inc. and Oncology Hematology
Group of South Florida, P.A. dated January 2, 1996.
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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 hereunto duly authorized.
RESPONSE ONCOLOGY, INC.
Dated: January 17, 1996 By:/s/ Daryl P. Johnson
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Daryl P. Johnson, Chief Financial Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------ ---------------------- ----
10(m) Stock Purchase Agreement by and among Response Oncology, Inc., Stockholders of
Oncology Hematology Group of South Florida, P.A. and South Florida Oncology
Hematology Associates, P.A. dated December 20, 1995
10(n) Service Agreement between Response Oncology, Inc. and Oncology Hematology Group
of South Florida, P.A. dated January 2, 1996