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 20, 2005 (April 18, 2005)
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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 18, 2005, a putative derivative action was filed in the
Circuit Court for Anne Arundel County, Maryland, 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 defendants agreed to the proposed merger transaction that
"will unduly benefit Medicore and the Independent Defendants at the expense
of the Company" and "is a waste of corporate assets." The plaintiff seeks
injunctive relief barring consummation of the proposed merger and costs of
the action including reasonable attorney's fees. This action is similar to a
derivative action initiated by another Company shareholder in the Eleventh
Judicial Circuit Court for Miami-Dade County, Florida, as we reported in a
Current Report on Form 8-K dated April 8, 2005. Based upon a preliminary
review of the complaint, the Company and its Parent believe this derivative
action is without merit, as was the determination relating to the other
action, 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 is preparing
a registration statement for filing 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 20, 2005