UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: June 11, 1996 UCI Medical Affiliates, Inc. (Exact name of registrant as specified in its charter) Delaware 0-13265 59-2225346 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6168 St. Andrews Road, Columbia, South Carolina 29212 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 772-8840 No Change (Former name or former address, if changed since last report.) This document contains a total of 86 pages and the Exhibit Index is set forth on sequentially numbered page 4. PAGE 1 of 86 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Pursuant to the terms of an Asset Purchase Agreement and Plan of Reorganization dated and executed June 11, 1996 by and between Wateree Emergency Specialists, P.A. ("Seller") and UCI Medical Affiliates of South Carolina, Inc., a South Carolina corporation (the "Company") and the wholly-owned subsidiary of UCI Medical Affiliates, Inc., a Delaware corporation ("UCI"), the Company has acquired certain assets (including patient list and goodwill) associated with the medical practice owned and operated by Seller in Lugoff, South Carolina for a purchase price of $675,000 consisting of 172,588 shares of common stock of UCI, and cash of $75,000 paid $15,000 at closing and the remainder in four (4) monthly installments with interest at nine (9%) percent per annum. The consideration paid by the Company in connection with this acquisition was determined by arms-length negotiations between the Company and the Seller. The practice operated by the Seller was one at which medical conditions not involving an immediate threat to life were treated on an outpatient basis. The Company will operate this new location as "Doctor's Care - Wateree". All descriptions of the Asset Purchase Agreement noted herein are qualified in their entirety by reference to such documents as Exhibits to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Financial Statements of Business Acquired It is impracticable to provide the required financial statements for the businesses acquired at the time this Report on Form 8-K is filed. UCI will file the required financial statements for the Seller under cover of Form 8 as soon as practicable, but not later than 60 days after this Report on Form 8-K is due to be filed. b) Pro Forma Financial Information It is impracticable to provide the required pro forma financial information at the time this Report on Form 8-K is filed. UCI will file the required pro forma financial information under cover of Form 8 as soon as practicable, but not later than 60 days after this Report on Form 8-K is due to be filed. c) Exhibits Exhibit 2.1 - Asset Purchase Agreement and Plan of Reorganization dated and executed on June 11, 1996 by and between Wateree Emergency Specialists, P.A. and UCI Medical Affiliates of South Carolina, Inc. PAGE 2 of 86 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 hereunto duly authorized. UCI Medical Affiliates, Inc. (Registrant) /s/ M.F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr. President, Chief Executive Officer and Vice President of Finance and Chairman of the Board Chief Financial Officer Date: June 21, 1996 PAGE 3 of 86 UCI MEDICAL AFFILIATES, INC. EXHIBIT INDEX TO FORM 8-K EXHIBIT PAGE NUMBER DESCRIPTION NUMBER 2.1 Asset Purchase Agreement and Plan of Reorganization dated 6 and executed June 11, 1996 by and between Wateree Emergency Specialists, P.A. and UCI Medical Affiliates of South Carolina, Inc. PAGE 4 of 86