1
Page 1 of 3 Pages.
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): April 3, 1997
RX MEDICAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
Nevada 1-10963 87-0436782
- ----------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 210
---------
888 East Las Olas Boulevard
---------------------------
Fort Lauderdale, Florida 33301
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 462-1711
--------------
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 3, 1997, Consolidated Health Corp. of Pittsburgh, Inc. ("CHC/P"), a
Pennsylvania corporation 100% owned by Consolidated Health Corporation of
Mississippi, Inc. ("CHC"), Registrant's wholly-owned hospital management
subsidiary, acquired the operating assets of the Podiatry Hospital, an acute
care foot and ankle hospital with 13 licensed beds located in Pittsburgh,
Pennsylvania (the "Hospital"), from the Podiatry Hospital of Pittsburgh, a
not-for-profit Pennsylvania corporation (the "Seller"). The acquisition was
effective retroactive to January 1, 1997, when CHC/P assumed operational
responsibility for the Hospital from the Seller. CHC/P will continue to
operate the Hospital as an acute care hospital.
The purchase price for the assets of the Hospital, which consist of land,
buildings, inventory and equipment, was $1,542,366, of which $1,166,000 was
cash, $250,000 was in the form of a purchase money second mortgage taken back
by the Seller, and $126,366 represents the assumption of certain liabilities.
The cash portion of the purchase price was funded by NPF X, Inc., an affiliate
of the Registrant's primary lender, through a $500,000 cash advance on a new
accounts receivable lending facility obtained by Registrant for the Hospital,
and the issuance by CHC/P to NPF X, Inc. of a $635,000 promissory note secured
by a first mortgage on the acquired assets (i.e. land, buildings and owned
equipment).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
Not required pursuant to Rule 3-05(b)(2)(i) of Regulation S-X.
(b) Pro forma financial information:
Not required pursuant to Rule 11-01(c) of Regulation S-X.
(c) Exhibits
2(a) Asset Purchase Agreement, dated August 28, 1996
2(b) Amendment to Asset Purchase Agreement, undated.
2
3
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.
RX MEDICAL SERVICES CORP.
(Registrant)
Date: April 15, 1997 By: /s/ Randolph H. Speer
--------------------------
Randolph H. Speer
President
3