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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: JANUARY 30, 1998
(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 January 30, 1998, NCS HealthCare, Inc., a Delaware
corporation (the "Company"), through its wholly owned subsidiary NCS HealthCare
of New York, Inc., an Ohio corporation, acquired substantially all of the
assets primarily used in the operation of the institutional pharmacy business of
Thrift Drug, Inc., a Delaware corporation (d/b/a Greenwood Pharmacy), and Fay's
Incorporated, a New York corporation (d/b/a MPS) (Thrift Drug, Inc. and Fay's
Incorporated collectively referred to hereinafter as the "Sellers"), pursuant to
the terms of an Asset Purchase Agreement dated December 29, 1997 (the
"Agreement").
The institutional pharmacy business of the Sellers was
conducted in New York, Pennsylvania and North Carolina and consisted primarily
of providing pharmaceuticals, drugs, medical devices and other health or medical
supplies and related services to correctional facilities, nursing homes, other
institutional care facilities and individuals residing in such facilities.
As consideration for the acquisition of such assets, the
Company paid a purchase price of $85,000,000, subject to certain closing
adjustments. The Company acquired assets consisting of substantially all of the
Sellers' properties, assets and rights owned in connection with the operation of
their institutional pharmacy business. The Company also assumed certain
liabilities related to employee compensation and purchase orders for inventory
delivered after the closing. The purchase price and the other terms of the
Agreement were determined through arms-length negotiations. There are no
material relationships between the Sellers and the Company or any of their
affiliates, directors or officers.
The funds used to pay the purchase price were obtained in part
through the proceeds of the Company's August 1997 offering of 5-3/4% Convertible
Subordinated Debentures due 2004 issued under the August 13, 1997, Indenture
between the Company and National City Bank, as trustee, and in part through the
Company's Credit Agreement, dated August 1, 1997, among the Company and the
lending institutions named therein and KeyBank National Corporation, as
administrative agent.
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.*
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(c) Exhibits.
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Sequential
Exhibit No. Description Page No.
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2.1 Asset Purchase Agreement, dated December 29, 1997,
by and among NCS HealthCare, Inc., a Delaware
corporation, NCS HealthCare of New York, Inc.,
an Ohio corporation, Thrift Drug, Inc., a Delaware
corporation, Fay's Incorporated, a New York
corporation, and Eckerd Corporation, a Delaware
corporation. **
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* The financial statements of Thrift Drug, Inc. and Fay's Incorporated 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 the Agreement to the Commission upon request.
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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: February 13, 1998
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