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 Report (Date of earliest event reported) March 20, 2000
DIALYSIS CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
Florida 0-8527 59-1757642
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27 Miller Avenue, Lemoyne, Pennsylvania 17043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 730-6164
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Item 5. Other Events.
On March 20, 2000, the board of the Company extended the exercise period
of its outstanding publicly traded redeemable common stock purchase warrants
("Warrants") from March 31, 2000 to June 30, 2000. The board believes it
appropriate to extend the Warrant expiration period to enable the Company to
review the status of the proxy statement/prospectus, which is part of a
registration statement filed by MainStreet IPO.com Inc. ("MainStreet"), with
which company we propose to merge, and which describes the proposed trans-
actions relating to the sale of our operations to a wholly-owned subsidiary
of our parent, Medicore, Inc., and immediately thereafter the proposed merger
with MainStreet. The 90 day extension will also permit the board to evaluate
the structure of the proposed transactions, and to determine the strategy as
to proceeding and responding to the staff of the Securities and Exchange
Commission, which has issued an extensive comment letter to the registration
statement relating to MainStreet, the Company, and the proposed transactions.
MainStreet is a private Internet company with proposed operations in two
areas. One, a website facility for companies to effect registered direct
public offerings over the Internet through a Dutch Auction. That process
allows potential investors to bid for stock at prices they determine they
are willing to pay for the securities. The second proposed area of
MainStreet's operations is The CEO Letter.com, a website forum for chief
executive officers of public companies to discuss their companies.
MainStreet is in the initial developmental stage and has no operations or
revenues.
There were originally issued in our public offering in 1996 2,300,000
Warrants exercisable at $4.50 per share. The current market price of our
common stock is in the $4.60 range, and to date, our transfer agent has
advised us that approximately 141,000 Warrants have been exercised, leaving
a balance of 2,159,000 Warrants outstanding and trading on the Nasdaq
SmallCap Market under the symbol "DCAIW" and eligible for exercise through
the extended exercise period of June 30, 2000.
Assuming the MainStreet registration statement is declared effective
and the proposals are submitted to shareholders for their approval and the
same are approved, then to the extent any Warrants are exercised, 20% of the
net proceeds up to $1,000,000 would go to Medicore, and the balance would
become assets of MainStreet, which its management could utilize for its
proposed operations. We intend to use any net proceeds we receive upon
exercise of the Warrants primarily to develop free-standing outpatient
dialysis treatment centers. There is no assurance as to the extent of any
exercise of the Warrants, nor is there any assurance that MainStreet's
registration will become effective, or if so, the proposed transactions will
be approved or completed.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
(10) Material Contracts
(i) Amendment No.3 to Warrant Agreement
(99) Additional Exhibits
(i) Press Release of the Company dated March 21, 2000
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.
DIALYSIS CORPORATION OF AMERICA
/s/ Thomas K. Langbein
By---------------------------------
THOMAS K. LANGBEIN, Chairman
of the Board and Chief Executive
Officer
Dated: March 21, 2000