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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: November 1, 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 5. Other Events.
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Effective as of November 1, 1996, NCS HealthCare of Washington, Inc., an
Ohio corporation ("NCS/Washington") and wholly owned subsidiary of NCS
HealthCare, Inc. (the "Company") acquired substantially all of the assets of
the following related businesses: (i) Clinical Health Systems Northwest, Inc., a
Washington corporation ("Clinical-Northwest"), pursuant to an Asset Purchase
Agreement dated as of November 1, 1996 by and among the Company, NCS/Washington,
Clinical Northwest, William A. Anderson, Steven J. Oliva and Jeffrey B. Wall;
(ii) Clinical Health Systems-Washington, Inc., a Washington corporation
("Clinical-Washington"), pursuant to an Asset Purchase Agreement dated as of
November 1, 1996 by and among the Company, NCS/Washington, Clinical-Washington
and William A. Anderson, Steven J. Oliva and Jeffrey B. Wall; and (iii) Health
Service Pharmacy, Inc., a Washington corporation ("Health Service"), pursuant
to an Asset Purchase Agreement dated as of November 1, 1996 by and among the
Company, NCS/Washington, Health Service, William A. Anderson, Steven J. Oliva
and Jeffrey B. Wall. Clinical-Northwest, Clinical-Washington and Health Service
are collectively referred to as Clinical Health Systems. Clinical Health
Systems provides institutional pharmacy and related services to approximately
9,400 residents of long-term care facilities in Washington.
As consideration for the acquisition of Clinical Health Systems, the
Company paid an aggregate of $15 million consisting of: (i) $3.0 million in cash
paid at the closing; (ii) an aggregate of 62,285 shares of Class A Common Stock
at the closing; (iii) an agreement to pay $9.5 million in cash, plus interest,
on January 3, 1997; and (iv) an agreement to pay $0.5 million in cash, plus
interest, on April 11, 1997, upon the satisfaction of certain conditions. The
value of the Class A Common Stock issued in connection with this transaction was
determined based on the average per-share closing price of the Class A Common
Stock for the ten full trading days ending on October 28, 1996, which was
$32.11 per share. The Company utilized, and intends to utilize, its available
cash to make the cash payments in connection with this transaction.
Other than certain non-compete agreements and the employment agreement
entered into with the principals of Clinical Health Systems, there are no
material relationships between Clinical Health Systems and the Company or any
of its affiliates, directors or officers.
The Company intends to file financial statements of Clinical Health Systems
and pro forma financial information when available.
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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 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: November 18, 1996
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