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: October 14, 1996
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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.)
1901 Main Street, Suite 1200, Mail Code 1105 Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 252-3661
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No Change
(Former name or former address, if changed since last report.)
This document contains a total of 55 pages and the Exhibit Index is set forth on
sequentially numbered page 4 . ------- -----
PAGE 1 of 55
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of an Asset Purchase Agreement dated and executed on
October 10, 1996, to be effective as of October 14, 1996 by and between William
J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. a South Carolina professional
corporation ("Seller") and William J. Bannen, Jr., M.D. ("Shareholder") 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 Simpsonville, South Carolina for a purchase price of
$25,000, paid $4,166.67 at closing and the balance of $20,833.33 in five (5)
monthly installments. 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 - Simpsonville".
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 dated and executed on
October 10, 1996, to be effective as of October 14, 1996 by and
between William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and
UCI Medical Affiliates of South Carolina, Inc.
PAGE 2 of 55
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/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr.
Marion F. McFarland, III, M.D. Jerry F. Wells, Jr.
President, Chief Executive Officer and Vice President of Finance and
Chairman of the Board Chief Financial Officer
Date: October 18, 1996
PAGE 3 of 55
UCI MEDICAL AFFILIATES, INC.
EXHIBIT INDEX
TO
FORM 8-K
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
2.1 Asset Purchase Agreement dated and executed October 10, 6
1996, to be effective as of October 14, 1996 by and between
William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and
UCI Medical Affiliates of South Carolina, Inc.
PAGE 4 of 55