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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: MAY 15, 1996
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(Date of earliest event reported)
NCS HEALTHCARE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-027602 34-1816187
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 514-3350
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Item 2. Acquisition or Disposition of Assets.
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On May 15, 1996, NCS HealthCare, Inc. (the "Company") acquired all of the
issued and outstanding capital stock of Uni-Care Health Services, Inc., a New
Hampshire corporation, and Uni-Care Health Services of Maine, Inc., a New
Hampshire corporation (collectively "Uni-Care"). The acquisition was
accomplished pursuant to a Stock Purchase Agreement, dated May 15, 1996, by and
among the Company and the three shareholders (the "Shareholders") of Uni-Care
(the "Stock Purchase Agreement"). A copy of the Stock Purchase Agreement is
filed as an Exhibit hereto.
Uni-Care provides pharmacy services to approximately 9,200 residents of
long-term care facilities in New Hampshire and Maine.
As consideration for the acquisition of Uni-Care, the Company (i) paid the
Stockholders an aggregate of $6,000,000 in cash, and (ii) issued an aggregate of
34,483 shares of its Class A Common Stock to its Stockholders. In addition the
Company paid $1,170,000 in cash and issued 6,897 shares of its Class A Common
Stock as a finder's fee to the Shareholders' broker. The value of the Class A
Common Stock issued in connection with this transaction was determined based on
the closing price of the Class A Common Stock on May 13, 1996.
In connection with the purchase of the capital stock of Uni-Care,
certain of the Shareholders each entered into Employment Agreements. Uni-Care
Health Services, Inc. entered into an Employment Agreement with Michael F.
Fecteau for a period of five years for the position of Director of Business
Development. Uni-Care Health Services of Maine, Inc. entered into an Employment
Agreement with Richard P. Legere for a period of five years for the position of
Site Manager. Uni-Care Health Services, Inc. entered into an Employment
Agreement with Leon Parker for a period of five years for the position of Site
Manager. Copies of the Employment Agreements are filed as Exhibits hereto.
In connection with the purchase of the capital stock of Uni-Care, the
Company entered into a Non-Competition Agreement with Francis J. Cassidy, a
shareholder of Uni-Care. This Agreement provides that Mr. Cassidy will
not, for a period of five years, directly or indirectly compete with the
Company. A copy of the Non-Competition Agreement is filed as an Exhibit hereto.
The Company utilized its available cash to make the cash payments in
connection with this transaction.
Other than the Employment Agreements and the Non-Competition Agreement set
forth above, there are no material relationships between Uni-Care and the
Company or any of their affiliates, directors or officers.
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) Financial Statements of Businesses Acquired.*
(b) Pro Forma Financial Information.*
(c) EXHIBITS.
Sequential
Exhibit No. Description Page No.
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2.1 Stock Purchase Agreement, dated May 15, 1996, by and among 6
NCS HealthCare, Inc., a Delaware corporation, and the owners
of capital stock of Uni-Care Health Services, Inc., a New
Hampshire corporation, and Uni-Care Health Services of
Maine, Inc., a New Hampshire corporation (without
schedules).**
23.1 Consent of R. E. Reed & Company ***
99.1 Employment Agreement, dated as of May 15, 1996, by and
between Uni-Care Health Services, Inc. and Michael F.
Fecteau.
99.2 Employment Agreement, dated as of May 15, 1996, by and
between Uni-Care Health Services of Maine, Inc., and Richard
P. Legere.
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99.3 Employment Agreement, dated as of
May 15, 1996, by and between Uni-
Care Health Services, Inc. and Leon
Parker.
99.4 Noncompetition Agreement, dated as of
May 15, 1996, by and between NCS
HealthCare, Inc. and Francis J.
Cassidy.
<FN>
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* The financial statements of Uni-Care for the periods
specified in Rule 3-05(b) of Regulation S-X and the pro
forma financial information required pursuant to
Article 11 of Regulation S-X currently are not available
and will be filed as soon as is practicable, but not
later than 60 days after the date that this Report is
due.
** The Registrant agrees by this filing to supplementally furnish
a copy of the schedules of this Agreement to the Commission
upon request.
*** To be filed by Amendment.
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SIGNATURES
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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.
By: /s/ Jeffrey R. Steinhilber
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Jeffrey R. Steinhilber,
Senior Vice President and
Chief Financial Officer
Date: May 30, 1996
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