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: August 1, 1997
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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 (Commission File Number) (IRS Employer
of incorporation) 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 47 pages and the Exhibit Index is set forth on
sequentially numbered page 4.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of a Merger Agreement dated and executed on July 17, 1997,
to be effective as of August 1, 1997 by, between and among UCI Medical
Affiliates, Inc., a Delaware corporation ("UCI"), UCI Medical Affiliates of
South Carolina, Inc., a South Carolina corporation and wholly-owned subsidiary
of UCI ("UCI of SC"); Doctor's Care, P.A., a South Carolina professional
corporation ("Doctor's Care"); Springwood Lake Family Practice Center, P.A., a
South Carolina professional corporation ("Springwood"); Springwood Lake
Occupational Medicine Center, P.A., a South Carolina professional corporation
and wholly-owned subsidiary of Springwood ("SLOMC"); Stephen F. Serbin, M.D.
("Serbin"); Peter J. Stahl, M.D. ("Stahl"); Sharon Silverman, M.D.
("Silverman"); and Woodhill Family Practice Center, a South Carolina general
partnership ("Woodhill")[for purposes hereof, Springwood, SLOMC, Serbin, Stahl,
Silverman and Woodhill are herein collectively referred to as the "Seller"]; UCI
has merged with the Seller and as a result has acquired certain assets
(including patient list and goodwill) associated with the three medical
practices owned and operated by Seller in Columbia, South Carolina. The
consideration for the merger shall be Two Million Two Hundred Seventy-One
Thousand Two Hundred Fifty and no/100 ($2,271,250.00) Dollars payable as
outlined in section 2.4 of the Merger Agreement, referenced above, which begins
on page 6 of this Form 8-K. The consideration paid by UCI in connection with
this merger was determined by arms-length negotiations between UCI and the
Seller.
The practices operated by the Seller were ones at which medical conditions not
involving an immediate threat to life were treated on an outpatient basis. These
centers will continue to operate under their same names.
All descriptions of the Merger 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.
Page 2 of 47
c) Exhibits
Exhibit 2.1 - Merger Agreement dated and executed on July 17,
1997, to be effective as of August 1, 1997 by, between and among
UCI Medical Affiliates, Inc., a Delaware corporation ("UCI"), UCI
Medical Affiliates of South Carolina, Inc., a South Carolina
corporation and wholly-owned subsidiary of UCI ("UCI of SC");
Doctor's Care, P.A., a South Carolina professional corporation
("Doctor's Care"); Springwood Lake Family Practice Center, P.A., a
South Carolina professional corporation ("Springwood"); Springwood
Lake Occupational Medicine Center, P.A., a South Carolina
professional corporation and wholly-owned subsidiary of Springwood
("SLOMC"); Stephen F. Serbin, M.D. ("Serbin"); Peter J. Stahl,
M.D. ("Stahl"); Sharon Silverman, M.D. ("Silverman"); and Woodhill
Family Practice Center, a South Carolina general partnership
("Woodhill").
Page 3 of 47
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., CPA
President, Chief Executive Officer and Executive Vice President of
Chairman of the Board Finance and Chief Financial Officer
Date: August 5, 1997
Page 4 of 47
UCI MEDICAL AFFILIATES, INC.
EXHIBIT INDEX
TO
FORM 8-K
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
2.1 Merger Agreement dated and executed on July 17, 1997, 6
to be effective as of August 1, 1997 by, between and
among UCI Medical Affiliates, Inc., a Delaware corporation
("UCI"), UCI Medical Affiliates of South Carolina, Inc., a
South Carolina corporation and wholly-owned subsidiary of UCI
("UCI of SC"); Doctor's Care, P.A., a South Carolina
professional corporation ("Doctor's Care"); Springwood Lake
Family Practice Center, P.A., a South Carolina professional
corporation ("Springwood"); Springwood Lake Occupational
Medicine Center, P.A., a South Carolina professional
corporation and wholly-owned subsidiary of Springwood
("SLOMC"); Stephen F. Serbin, M.D. ("Serbin"); Peter J. Stahl,
M.D. ("Stahl"); Sharon Silverman, M.D. ("Silverman"); and
Woodhill Family Practice Center, a South Carolina general
partnership ("Woodhill").
Page 5 of 47