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 14, 2010 (April 14, 2010)
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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
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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 14, 2010, Dialysis Corporation of America ("Company") and U.S.
Renal Care, Inc. ("USRC") issued a joint press release announcing that they
had entered into a definitive merger agreement for USRC to acquire the
Company through a tender offer to be commenced by a subsidiary of USRC for
all of the outstanding common shares of the Company for $11.25 per share in
cash, to be followed by a merger to acquire all remaining outstanding Company
shares at the same cash price paid in the tender offer.
A copy of the press release issued by the Company and USRC on April 14,
2010, is attached hereto as Exhibit 99(i).
The press release filed herewith as Exhibit 99(i) is neither an offer to
purchase nor a solicitation of an offer to sell securities. The tender offer
for the outstanding shares of the Company's common stock, described in this
filing has not commenced. At the time the tender offer is commenced, USRC
and its subsidiary will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission (the "SEC") and the Company will file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the
tender offer. The tender offer statement (including an offer to purchase, a
related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the
tender offer and subsequent merger. Those materials will be made available
to the Company's shareholders at no expense to them. In addition, all of
those materials (and all other documents related to the tender offer and
subsequent merger filed with the SEC) will be available at no charge on the
SEC website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(99) Additional Exhibits
(i) Press Release dated April 14, 2010
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 14, 2010
EXHIBIT INDEX
Exhibit No.
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(99)(i) Press Release dated April 14, 2010