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)
April 8, 2005 (April 4, 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:
[ ] 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 8.01 Other Events
On April 4, 2005, a putative class and derivative action was filed in
the Circuit Court of the Eleventh Judicial Circuit, in and for Miami-Date
County of, Florida, by an alleged holder of Dialysis Corporation of America's
(the "Company") shares alleging breaches of fiduciary duty by the Company's
board of directors and its controlling shareholder, Medicore, Inc., (the
"Parent"), in connection with the proposed merger of the Parent with the
Company. The complaint alleges, among other things, that the consideration
to be paid by the company to the shareholders of the Parent is "unfair and
excessive" and that the Company's shareholders will suffer "unwarranted
dilution". The plaintiff seeks injunctive relief barring consummation of the
proposed merger, damages on behalf of the Company and attorney's fees. Based
upon a preliminary review of the complaint, the Company believes the class
and derivative actions are without merit, and the matter will be defended
vigorously by the Company on behalf of the directors and by our Parent on its
own behalf.
On March 15, 2005, we issued in conjunction with our Parent, a press
release indicating the proposed merger was subject to a definitive merger
agreement, satisfactory fairness and tax opinions, and approval of the
shareholders of our Company and our Parent. The special independent board
committees of our Company and of our Parent have each retained their own
investment banking firm to obtain their own fairness opinion as to whether
the proposed merger transaction is fair from each company's and its
respective unaffiliated shareholders' perspective. Our Company will be
filing a registration statement with the Securities and Exchange Commission
which will include a proxy statement/ prospectus which will provide complete
details of the proposed merger, the fairness opinions on behalf of our
Company and our Parent and other specifics relating to the Company, our
Parent and the shareholder approval process.
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: April 8, 2005