SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 30, 2002
Date of earliest event reported: July 28, 2002
NCS HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
00-27602 34-1816187
(Commission File No.) (IRS Employer Identification No.)
3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122
(Address of principal executive offices, including ZIP code)
(216) 378-6800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On July 28, 2002, NCS HealthCare, Inc. ("NCS"), Genesis Health
Ventures, Inc. ("Genesis") and Geneva Sub, Inc., a wholly owned subsidiary of
Genesis ("Sub") entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Sub will merge with and into NCS (the
"Merger"), with NCS surviving as a wholly owned subsidiary of Genesis. If the
Merger is completed, each outstanding share of common stock of NCS, par value
$0.01 per share ("NCS Common Stock"), other than the NCS Common Stock held by
NCS and other than dissenting shares, will be converted into the right to
receive 0.1 of a share of common stock of Genesis, par value $0.02 per share.
The completion of the Merger is subject to regulatory approvals and other
customary conditions, including the approval of the holders of a majority of the
outstanding voting power of NCS Common Stock.
At the closing of the Merger, Genesis will repay in full the
outstanding debt of NCS, which includes $206 million of senior debt, and will
redeem $102 million of 5.75% convertible subordinated debentures, including any
accrued and unpaid interest.
In connection with the Merger Agreement, on July 28, 2002, NCS entered
into agreements (the "Voting Agreements") with certain stockholders of NCS
beneficially owning in the aggregate a majority of the outstanding voting power
of NCS Common Stock. In the Voting Agreements, such stockholders agreed (1) to
vote their shares of NCS Common Stock in favor of adoption and approval of the
Merger Agreement and against proposals for certain other transactions and (2)
not to transfer their shares of NCS Common Stock prior to the consummation of
the Merger. The foregoing descriptions of the Merger, the Merger Agreement and
the Voting Agreements are qualified in their entirety by reference to the text
of the Merger Agreement and the Voting Agreements, which are attached hereto as
Exhibits 2.1, 10.1 and 10.2, respectively, and are incorporated herein by
reference.
On July 29, 2002, NCS issued two press releases announcing the Merger
Agreement and the related transactions. The press releases are attached hereto
as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 28, 2002, by and among
Genesis Health Ventures, Inc., Geneva Sub, Inc. and NCS HealthCare,
Inc.
10.1 Voting Agreement, dated as of July 28, 2002, by and among Jon H.
Outcalt, NCS HealthCare, Inc. and Genesis Health Ventures, Inc.
10.2 Voting Agreement, dated as of July 28, 2002, by and among Kevin B.
Shaw, NCS HealthCare, Inc. and Genesis Health Ventures, Inc.
99.1 Press Release dated July 29, 2002.
99.2 Press Release dated July 29, 2002
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SIGNATURE
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 thereunto duly authorized.
NCS HEALTHCARE, INC.
Dated: July 30, 2002 By: /s/ Kevin B. Shaw
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Name: Kevin B. Shaw
Title: President, Chief Executive
Officer and Director
Dated: July 30, 2002 By: /s/ William B. Byrum
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Name: William B. Byrum
Title: Executive Vice President
and Chief Operating Officer
Dated: July 30, 2002 By: /s/ Gerald D. Stethem
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Name: Gerald D. Stethem
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT LIST
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of July 28, 2002, by
and among Genesis Health Ventures, Inc., Geneva Sub, Inc. and
NCS HealthCare, Inc.
10.1 Voting Agreement, dated as of July 28, 2002, by and among Jon
H. Outcalt, NCS HealthCare, Inc. and Genesis Health Ventures,
Inc.
10.2 Voting Agreement, dated as of July 28, 2002, by and among
Kevin B. Shaw, NCS HealthCare, Inc. and Genesis Health
Ventures, Inc.
99.1 Press Release dated July 29, 2002.
99.2 Press Release dated July 29, 2002.
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