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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 22, 1996
SEAFIELD CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
0-16946 43-1039532
(Commission File Number) (I.R.S. Employer Identification No.)
2600 GRAND AVE. SUITE 500, P.O. BOX 410949, KANSAS CITY, MO 64141
(Address of principal executive offices, including Zip Code)
(816) 842-7000
(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 22, 1996, the Registrant's 55% owned subsidiary, Response
Oncology, Inc. (Response), acquired (the "Transaction") from the stockholders
of Hematology Oncology Associates of the Treasure Coast, P.A., a Florida
professional association (the "Sellers") 100% of the outstanding common stock
(the "Acquired Stock") of Hematology Oncology Associates of the Treasure Coast,
P.A. (the "Acquired Business"). The total consideration (the "Purchase Price")
for the Acquired Stock was approximately $10.8 million, approximately $915,000
of which was paid in cash, approximately $1.3 million was paid in the form of
Response's long-term unsecured interest-bearing amortizing promissory notes
(the "Long-Term Notes"), approximately $6.4 million was paid in the form of
Response's short-term interest-bearing promissory notes (the "Short-Term
Notes") and the balance being paid by delivery of 167,691 shares of common
stock of Response (Response Common Stock"). The quarterly payments of interest
and principal under the Long-Term Notes may, at the election of the Sellers, be
paid in Response Common Stock based on a conversion price in excess of the
current market price of Response Common Stock. The offer, sale and delivery of
the Long-Term Notes and Response Common Stock issued at closing and potentially
issuable by Response in full or partial satisfaction of the Long-Term Notes
have not been registered under the Securities Act of 1933 in reliance upon an
exemption from such registration.
The Acquired Stock was purchased by Response directly from the
Sellers. At the time of the Transaction, the Sellers had no material
relationship with Response. The assets of the Acquired Business include
medical equipment, accounts receivable, office furnishings and fixtures,
inventory and supplies, rights under a certain lease 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 PA")
entered into a long-term management services agreement (the "Service
Agreement") with Response for the management by Response of the non-medical
aspects of the practice thereafter conducted by the New PA. Pursuant to the
Service Agreement, Response will manage the non-medical aspects of the New PA's
business and will permit the New PA to use office space, equipment and other
assets owned or leased by the Acquired Business in exchange for an agreed- upon
management fee.
The cash portion of the Purchase Price was provided from the proceeds
from the issuance of an 8% unsecured convertible promissory note to Seafield
Capital Corporation.
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 Response as part of
Response'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 these audited financial statements, 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 January 9, 1997.
(c) Exhibits
10(a) Form of the Stock Purchase Agreement by and among Response Oncology,
Inc., Stockholders of Hematology Oncology Associates of the Treasure
Coast, P.A. and Hematology Oncology Associates of the Treasure Coast,
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.
SEAFIELD CAPITAL CORPORATION
Dated: November 4, 1996 By: /s/ Steven K. Fitzwater
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Steven K. Fitzwater, Vice President,
Chief Accounting Officer and
Secretary