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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): JULY 12, 1995
ADAC LABORATORIES
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER.)
CALIFORNIA 0-9428 94-1725806
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
540 ALDER DRIVE, MILPITAS, CALIFORNIA 95035
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 945-2990
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ADAC LABORATORIES
REPORT ON
FORM 8-K
JULY 12, 1995
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 12, 1995, ADAC Laboratories ("ADAC") completed a
series of transactions with Community Health Computing Corp., a Delaware
corporation ("CHC"), including the purchase of 4,000,000 shares of Series A
Preferred Stock of CHC pursuant to the terms of a First Amended Series A
Preferred Stock Purchase Agreement. The total cost of the acquisition to ADAC
was approximately $16.5 million, plus expenses of approximately $1.9 million.
The purchase price paid by ADAC for the Series A Preferred Stock consisted of
the forgiveness by ADAC of certain obligations of CHC and its wholly-owned
subsidiary, Community Health Computing, Inc. ("CHCI"), of approximately
$4,000,000 of principal and interest owed to ADAC under a Post-Petition
Financing Agreement. As of the closing of such transaction, ADAC became the
sole stockholder of CHC.
CHC is located in Houston, Texas, and (with its wholly-owned
subsidiary) develops and markets products for the laboratory and radiology
information systems markets.
The source of funds used for the transactions with CHC was
from ADAC's working capital, including available funds under ADAC's existing
bank credit line.
There has been no material relationship between any of the
officers, directors or principal shareholders of ADAC, on the one hand, and CHC
and its principal shareholders, on the other hand. ADAC has, however, prior to
the closing of these transactions, been a creditor of CHC, having made certain
pre-petition and post-petition loans to CHC just prior to and following its
filing of a petition under Chapter 11 of the federal bankruptcy laws. All
prior shares of CHC were cancelled in connection with CHC's bankruptcy
proceedings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impracticable to file the required financial statements
for the acquired business at the present time. Registrant expects to file the
required financial statements under cover of Form 8-K/A as soon as practicable,
but in any event within sixty (60) days of the due date of this Report on Form
8-K.
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(B) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required pursuant to this
Item 7(b) will also be filed under cover of Form 8-K/A as soon as practicable,
but in any event within sixty (60) days of the due date of this Report on Form
8-K.
(C) EXHIBITS.
99.1 First Amended Series A Preferred Stock Purchase
Agreement, dated February 24, 1995, among ADAC Laboratories, Community Health
Computing Corp., and Community Health Computing, Inc.
99.2 Promissory Notes, Security Agreements and
Modification of Loan Agreements, dated July 12, 1995.
99.3 Press Release, dated July 13, 1995, issued by the
Registrant.
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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.
DATED: July 26, 1995
ADAC LABORATORIES
By /s/ DENNIS MAHONEY
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Dennis Mahoney,
Chief Financial Officer