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) September 9, 1999
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 September 9, 1999, the board of the Company extended the exercise
period of its 2,300,000 outstanding publicly traded redeemable common stock
purchase warrants ("Warrants") from October 16, 1999 to March 31, 2000. The
board believes it appropriate to extend the Warrant expiration period to
allow the market and the warrantholders the opportunity to relate to the
Company's June, 1999 announced proposed merger with MainStreet IPO, LLC
("MainStreet"), a wholly-owned subsidiary of MainStreet IPO.com, Inc. ("MSI").
MainStreet is a private internet company with proposed operations in two
areas. One of the proposed areas of MainStreet's operations, a website
facility for companies to effect registered public offerings, initial or
secondary, over the internet through a Dutch auction process which allows
potential investors to bid for stock at prices they determine they are
willing to pay for the securities, with a process creating a "market clearing
price," with investors who bid above the lowest bid receiving shares at the
market clearing price. 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. Immediately prior to
the proposed merger, the Company would sell its assets to a wholly-owned
subsidiary of Medicore, Inc., its parent, which currently owns 68% of the
Company. The proposed merger and asset sale would be subject to approval of
the Company's shareholders, exclusive of any vote of the controlling 68%
interest of the parent.
As originally announced in June, 1999 upon the signing of the non-
binding letter of intent, MainStreet was to merge with and into the Company
with a name change to MainStreet. Since MainStreet desires to be a Delaware
corporation, current negotiations toward completion of the merger agreement
provide for the merger of the Company into MainStreet, thereby providing a
Delaware corporation without the necessity for any name change. This
modification in the structure of the merger transaction also eliminates the
need for the issuance of 1,000,000 of the Company's shares of common stock
to acquire The CEO Letter.com, which company will be an existing subsidiary
of MainStreet. If the merger and the Company's asset sale agreements are
completed, the Company will submit the matter to a vote of its minority
shareholders at a special meeting, and MSI will file a registration state-
ment on Form S-4 as part of the Company's proxy statement to issue its
shares to the Company's stockholders. If these transactions are approved,
the Company's dialysis operations would operate as a wholly-owned subsidiary
of its parent, and the Company's shareholders would become shareholders of
MSI, the parent of MainStreet, thereby becoming securityholders in a new
enterprise.
To the extent any Warrants are exercised, 20% of the net proceeds up to
$1,000,000 would go to the Company, and the balance would become assets of
MainStreet, which its management could utilize for its operations. The
Company intends to use any net proceeds it receives upon exercise of the
Warrants primarily to develop free-standing outpatient dialysis treatment
centers.
The Warrants are exercisable at $4.50 per share. The current market
price of the Company's common stock is in the $2.25 range, and except for
a brief period of time in the first quarter of 1997, the Company's common
stock traded on the Nasdaq SmallCap Market at prices below, and during 1998,
substantially below, the Warrant exercise price. There is no assurance as
to the extent of any exercise of the Warrants, and there can be no assurance
that the Company will realize any proceeds.
Although the Warrants are redeemable, the Company has no intention of
redeeming them.
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
None
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: September 10, 1999