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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): OCTOBER 4, 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 October 4, 1996, the Registrant acquired (the "Transaction") from
The Center of Hematology-Oncology, P.A., a Florida professional association
(the "Seller") certain of the assets (the "Acquired Assets") and liabilities
of the Seller. The total consideration (the "Purchase Price") for the Acquired
Assets was approximately $13.8 million, approximately $8.4 million of which was
paid in cash, approximately $4.0 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 by delivery of 105,552 shares of common stock
of the Registrant (the "Registrant Common Stock"). The quarterly payments of
interest and principal under the Long-Term Note may, at the election of the
Seller, acting through a duly-appointed attorney-in-fact, be paid in 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 Assets were purchased by the Registrant directly from the
Seller. At the time of the Transaction, no stockholder of the Seller had a
material relationship with the Registrant. Upon consummation of the
Transaction, the Acquired Assets became assets of the Registrant and include
medical equipment, office furnishings and fixtures, inventory and supplies,
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 Seller of a group medical practice in the oncology and
hematology specialty. The consideration paid for the Acquired Assets was
based upon the Fair Market Value of such assets.
Simultaneous with the consummation of the Transaction, the Registrant
entered into a long-term management services agreement (the "Service
Agreement") with the Seller providing for the management by the Registrant of
the non-medical aspects of the practice thereafter conducted by the Seller.
Pursuant to the Service Agreement, the Registrant will manage the non-medical
aspects of the Seller's business and will permit the Seller 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 the proceeds
of a convertible promissory note issued to Seafield Capital Corporation, which
owns a majority of the outstanding common stock of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Audited financial statements required to be filed pursuant to Rule
3-05 of Regulation S-X have been previously filed by the Registrant as part of
the Registrant's registration statement of Form S-2, Registration #333-08289,
which was filed on July 17, 1996. It is impracticable for the Registrant to
provide with this Current Report the interim financial statements for the
Seller 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 December 6, 1996.
Also included herewith is Exhibit 10(y), Asset Purchase Agreement by
and among Response Oncology, Inc., Stockholders of The Center for
Hematology-Oncology, P.A. and The Center for Hematology-Oncology, P.A. dated as
of October 1, 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: October 18, 1996 By: /s/ Debbie K. Elliott
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Debbie K. Elliott, Executive Vice President, Finance
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------ ---------------------- ----
10(y) Asset Purchase Agreement by and among Response Oncology, Inc.,
Stockholders of The Center fir Hematology-Oncology, P.A. and The Center
for Hematology-Oncology, P.A. dated as of October 1, 1996.