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 Report (Date of earliest event reported)
March 15, 2005 (March 15, 2005)
_______________
DIALYSIS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Florida 0-8527 59-1757642
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1302 Concourse Drive, Suite 204, Linthicum, MD 21090
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 694-0500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On March 15, 2005, Dialysis Corporation of America ("DCA") announced
that it had agreed to terms with respect to the acquisition of Medicore, Inc.
("Medicore"), its parent company which owns approximately 57% of DCA's common
stock, $.01 par value (the "Common Stock") in a stock for stock merger
transaction. A copy of the joint press release issued by DCA and Medicore on
March 15, 2005 relating to the merger transaction is filed as Exhibit 99(i)
to this Current Report on Form 8-K, and is incorporated in this Current
Report by reference. The essential terms of the transaction include the
merger of Medicore into DCA, solely for stock consideration of .68 shares of
DCA common stock for each share of Medicore common stock. The Term Sheet,
which reflects the Medicore assets to be acquired by DCA in connection with
the merger, is attached as Exhibit 99(ii). In addition to obtaining
stockholder approval for each company, the merger transaction is subject to
obtaining satisfactory tax and fairness opinions. The board of directors of
each company approved the terms of the merger transaction on March 14, 2005,
and will be recommending the transaction to their respective stockholders.
Medicore has been the parent company of DCA since DCA's inception in
1976. Other relationships between the two affiliated companies include,
among others, certain common officers and directors. Thomas K. Langbein is
Chairman of the Board of both companies and President and CEO of Medicore.
Daniel R. Ouzts is Vice President of Finance and Principal Financial Officer
of Medicore and a Vice President of DCA. Mr. Ouzts held the position of Vice
President of Finance and Principal Financial Officer of DCA until August,
2004, when DCA retained another individual for those positions. Peter D.
Fischbein is an attorney and serves on the board of both companies. Lawrence
E. Jaffe is a director of Medicore and corporate Secretary to both Medicore
and DCA. Mr. Jaffe is a member of Jaffe & Falk, LLC, which law firm serves
as corporate and securities counsel to both companies. Each of the above
parties holds a securities ownership position in both companies. Reference
is made to Medicore's proxy statement and DCA's information statement each
dated April 27, 2004, with respect to the directors' and executive officers'
beneficial ownership of the company's securities, which will be updated in
forthcoming filings to be made by each company relating to this merger
transaction and included in their respective annual reports on Form 10-K for
the year ended December 31, 2004.
Certain executive and accounting personnel and administrative facilities
of Medicore and DCA are common. The costs of executive and accounting
salaries and other shared corporate overhead for the companies are charged on
the basis of time spent. There is no intercompany profit involved, since the
shared expenses are allocated on a cost basis. The amount of expenses which
Medicore charged DCA for fiscal 2004 was approximately $200,000.
In March, 2004, Medicore provided DCA with up to $1,500,000 in
financing, which increased to $2,000,000 in June, 2004, and to $5,000,000 in
February, 2005, pursuant to an unsecured demand promissory note at an annual
interest rate of prime plus 1.25%. The credit facility is for equipment
financing, working capital and general corporate purposes. As of March 15,
2005, there was $2,435,000 outstanding principal under this financing
arrangement.
Certain of the bases for the merger are to simplify the corporate
structure, enable the ownership of the control interest of DCA to be with the
public rather than one party, and provide the Medicore assets for DCA to
continue to build its dialysis business, and create the opportunity to expand
the medical supply operations.
DCA intends to file a registration statement on Form S-4 with the SEC
containing a proxy statement/prospectus as well as an information statement
from DCA in connection with the merger transaction involving Medicore and
DCA. Security holders are urged to read this filing when it becomes
available since it will contain important information about the merger, the
companies,
their management, risk factors and stockholder rights and voting procedures.
When these documents are available, stockholders may obtain free copies and
other documents filed with the SEC at the SEC's website at www.sec.gov. In
addition, security holders and others may obtain free copies of the documents
filed with the SEC by DCA by contacting Lawrence E. Jaffe, Esq., Secretary
for DCA, at (201) 288-8282.
Medicore and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Medicore stockholders
(DCA files an information statement and will not be soliciting proxies) in
connection with the merger transaction. Information regarding the special
interests of the directors and executive officers in the merger transaction
will be disclosed in the proxy statement/prospectus of DCA and Medicore.
Additional information regarding the directors and executive officers of DCA
and Medicore are also included in their respective information and proxy
statements for the 2004 Annual Meeting of Stockholders, each of which was
filed with the SEC on April 27, 2004. These documents are available free of
charge at the SEC's website at www.sec.gov, and from Lawrence E. Jaffe,
Secretary of each company as described above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
(99) Additional exhibits
(i) Joint Press Release of Dialysis Corporation of America and
Medicore, Inc. dated March 15, 2005.
(ii) Term Sheet describing combination of Medicore, Inc. with
Dialysis Corporation of America.
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/ Stephen W. Everett
By --------------------------------
STEPHEN W. EVERETT
President and Chief Executive
Officer
Dated: March 15, 2005
EXHIBIT INDEX
Exhibit
Number
(99) Additional Exhibits
(i) Joint Press Release of Dialysis Corporation of America and
Medicore, Inc. dated March 15, 2005.
(ii) Term Sheet describing combination of Medicore, Inc. with
Dialysis Corporation of America.