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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: August 13, 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 August 13, 1996, NCS HealthCare, Inc., a Delaware corporation (the
"Company"), directly or through its wholly owned subsidiary acquired the
business of four related companies in Oklahoma. NCS HealthCare of Oklahoma,
Inc., an Oklahoma corporation and a wholly owned subsidiary of the Company
("NCS/Oklahoma"), acquired substantially all of the assets of Thrifty Medical
of Tulsa, L.L.C., an Oklahoma limited liability company ("Thrifty Tulsa"),
pursuant to an Asset Purchase Agreement dated as of August 13, 1996, by and
among NCS/Oklahoma, Thrifty Medical, Willis V. Smith and Charles Oliver (the
"Thrifty Tulsa Agreement"). NCS/Oklahoma acquired Northside Pharmacy, Inc., an
Oklahoma corporation ("Northside Pharmacy"), pursuant to an Agreement of Merger
by and among Northside Pharmacy, Willis V. Smith, Charles Oliver, the Willis
Vernon Smith Unitrust dated August 8, 1996, NCS/Oklahoma and the Company (the
"Northside Merger Agreement"). The Company acquired all of the outstanding
capital stock of Thrifty Medical Supply, Inc. an Oklahoma corporation ("Thrifty
Supply") pursuant to a Stock Purchase Agreement dated as of August 13, 1996 by
and among the Willis Vernon Smith Unitrust dated August 8, 1996, Charles
Oliver, Willis V. Smith and the Company (the "Thrifty Supply Agreement").
Thrifty Tulsa, Northside Pharmacy and Thrifty Supply are collectively referred
to as Thrifty Medical Systems. Copies of the Thrifty Tulsa Agreement, the
Northside Merger Agreement and the Thrifty Supply Agreement are filed as
Exhibits hereto.
Thrifty Medical Systems provides a broad array of health care
services to more than 6,000 residents of long-term care facilities.
As consideration for the assets of Thrifty Tulsa, the
Company (i) paid an aggregate of $4,963,200 in cash and assumed indebtedness,
and (ii) issued 3,393 shares of its Class A Common Stock. As consideration for
Northside, the Company (i) paid approximately $1,183,000 in cash, notes and
assumed indebtedness, and (ii) issued 64,738 shares of its Class A Common
Stock. As consideration for the capital stock of Thrifty Supply, the Company
paid approximately $1,350,000 in cash, notes and assumed indebtedness. The
value of the Class A Common Stock issued in connection with these transactions
was determined based on the average closing price of the Company's Class A
Common Stock on The Nasdaq Stock Market, Inc. for the ten trading days ending
on the sixth trading day preceding the closing.
In connection with the purchase of Thrifty Medical Systems,
NCS/Oklahoma entered into an Employment Agreement with Willis V. Smith. This
Agreement provides that Mr. Smith will be employed for a period of five years
and agreed that he will not, for a period of seven years, directly or indirectly
compete with NCS/Oklahoma. A copy of the Employment Agreement is filed as an
Exhibit hereto.
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In connection with the purchase of Thrifty Medical Systems,
NCS/Oklahoma entered into an Employment Agreement with Gail Benjamin. This
Agreement provides that Ms. Benjamin will be employed for a period of five years
and agreed that she will not, for a period of seven years, directly or
indirectly compete with NCS/Oklahoma. A copy of the Employment Agreement is
filed as an Exhibit hereto.
In connection with the purchase of Thrifty Medical Systems,
NCS/Oklahoma entered into an Employment Agreement with Charles Oliver. This
Agreement provides that Mr. Oliver will be employed for a period of five years
and agreed that he will not, for a period of seven years, directly or indirectly
compete with NCS/Oklahoma. A copy of the Employment 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 set forth above, there
are no material relationships between Thrifty Medical Services and the Company
or any of their affiliates, directors or officers.
Item 7. Financial Statements, Pro Forma Financial Information and 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 Asset Purchase Agreement, dated August 13, 1996,
by and among Thrifty Medical of Tulsa, L.L.C.,
an Oklahoma limited liability company, Willis V.
Smith, Charles Oliver and NCS HealthCare of
Oklahoma, Inc., an Oklahoma corporation.
2.2 Agreement of Merger, dated August 13, 1996, by and
among Northside Pharmacy, Inc., an Oklahoma
corporation, Willis
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V. Smith, Charles Oliver, the Willis Vernon Smith
Unitrust Dated August 8, 1996, NCS HealthCare
of Oklahoma, Inc., an Oklahoma corporation, and the
Registrant.
2.3 Stock Purchase Agreement, dated August 13, 1996,
by and among the Willis Vernon Smith Unitrust Dated
August 8, 1996, Charles Oliver, Willis V. Smith
and the Registrant.
99.1 Employment Agreement, dated as of August 13, 1996,
by and between NCS HealthCare of Oklahoma, Inc.,
an Oklahoma corporation, and Willis V. Smith.
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Sequential
Exhibit No. Description Page No.
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99.2 Employment Agreement, dated as of August 13, 1996, by
and between NCS HealthCare of Oklahoma, Inc., an
Oklahoma corporation, and Charles Oliver.
99.3 Employment Agreement, dated as of August 13, 1996, by
and between NCS HealthCare of Oklahoma, Inc., an
Oklahoma corporation, and Gail Benjamin.
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<FN>
* The financial statements of Thrifty Medical Systems 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.
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: August 28, 1996
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