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 31, 1998
INTEGRATED MEDICAL RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Kansas 0-21427 48-1096410
____________________________ _______________________ __________________
(State or other jurisdiction Commission File Number) IRS Employer
of incorporation) Identification No.)
11320 West 79th Street, Lenexa, Kansas 66214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 962-7201
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5: Other Events
On March 31, 1998, Kardatzke Management, Inc. ("KMI") invested $500,000 in
stock of Integrated Medical Resources, Inc. (the "Company") by exercising a
portion of its initial option to purchase shares of the common stock of the
Company. The Company issued 232,558 shares of common stock to KMI in connection
with that option exercise.
KMI has four options to purchase shares of common stock at increasing share
prices and with staggered exercise dates as a part of a financing transaction
with the Company. The financing arrangement was originally entered into on March
5, 1998, when KMI loaned the Company $1,600,000 at an interest rate of 8.5%
pursuant to a Note Purchase Agreement ("Note Purchase Agreement") and
Convertible Note ("Note"). In general, the exercise of each option is dependent
on the exercise of the earlier options and the exercise of the first option is
dependent on the conversion of the Note. However, in connection with the
$500,000 partial option exercise, the Company and KMI amended certain provisions
to the Note Purchase Agreement and Note to facilitate such exercise. The Company
also waived the requirement that KMI's initial option be exercised in its
entirety and that conversion of the Note precede exercise of such option.
Notwithstanding this waiver, the remaining unexercised portion of the initial
option may only be exercised in its entirety and only after conversion of the
Note.
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ITEM 7: Exhibits
Exhibit Description
4(f)(i) Amendment No. 1 to Note Purchase Agreement by and between KMI and
the Company, dated as of March 31, 1998.
4(g)(i) Waiver and Amendment of Convertible Note by and between the
Company and KMI, dated as of March 31, 1998.
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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.
INTEGRATED MEDICAL RESOURCES, INC.
(Registrant)
April 14, 1998 By: /s/ Beverly O. Elving
__________________________________________________
Beverly O. Elving
Chief Financial Officer and Vice President,
Finance and Administration
(Authorized Officer and Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
4(f)(i) Amendment No. 1 to Note Purchase Agreement by and between KMI and
the Company, dated as of March 31, 1998.
4(g)(i) Waiver and Amendment of Convertible Note by and between the
Company and KMI, dated as of March 31, 1998.
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EXHIBIT 4(f)(i)
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") dated as of March 31, 1998, is entered
into between Kardatzke Management, Inc. (the "Purchaser") and Integrated
Medical Resources, Inc. (the "Company").
WHEREAS, the Purchaser and the Company have previously entered into that
certain Note Purchase Agreement dated as of March 5, 1998 (together with this
Amendment, the "Purchase Agreement"); and
WHEREAS, the Purchaser and the Company desire to amend the terms of the
Purchase Agreement by the provisions of this Amendment. All capitalized terms
not otherwise defined herein shall have the meaning set forth in the Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. The definition of Shares in the Purchase Agreement shall include any shares
of Common Stock purchased by the Purchaser pursuant to the exercise of any
options to purchase Common Stock in accordance with the terms and provisions of
the Note.
2. Section 7 of the Purchase Agreement is hereby amended to read as follows:
The Company and the Purchaser agree that, upon conversion of the Note to
Shares pursuant to its terms and the investment by the Purchaser of an aggregate
of an additional $1,000,000 pursuant to the exercise of options under the Note,
the Company and E. Stanley Kardatzke will execute an Employment Agreement
mutually agreed upon by the parties and the Board will appoint Dr. Kardatzke as
Chairman of the Board and Chief Executive Officer of the Company.
3. Except as expressly set forth herein, all other provisions of the Purchase
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
INTEGRATED MEDICAL RESOURCES, INC.
By: /s/ Troy A. Burns
__________________________________________________
Name: Troy A. Burns
Title: CEO
KARDATZKE MANAGEMENT, INC.
By: /s/ E. Stanley Kardatzke
__________________________________________________
Name: E. Stanley Kardatzke
Title: Chairman and CEO
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EXHIBIT 4(g)(i)
WAIVER AND AMENDMENT
March 31, 1998
Integrated Medical Resources, Inc. (the "Company") hereby waives compliance
with certain provisions of and amends certain provisions of that Convertible
Note in the principal amount of $1,600,000, dated March 5, 1998 as follows:
4. The Company hereby waives the requirement of Section 6.6(a) that the entire
option set forth therein be exercised in its entirety and that conversion of the
Convertible Note precede exercise of such option, PROVIDED, HOWEVER, that this
waiver is limited to allowing the Holder to exercise a portion of the option in
Section 6.6(a) in the amount of $500,000, with an exercise price of $2.15, on
the date hereof. Pursuant to such exercise, the Company will issue to the Holder
232,558 Shares of Common Stock (the "Initial Option Shares"). The remaining
$500,000 of shares that may be purchased pursuant to the option under
Section 6.6(a) must be purchased by the exercise of such option in its entirety
in accordance with Section 6.6(a) and only after conversion of the Convertible
Note.
5. The Holder acknowledges that the Initial Option Shares have not been listed
with the Nasdaq Stock Market. The Company will use its reasonable best efforts
to list the Initial Option Shares as soon as practicable and to provide the
Holder with a certificate representing the Initial Option Shares from the
Company's transfer agent, bearing the appropriate restrictive legends.
6. All other provisions of the Convertible Note remain in full force and effect.
IN WITNESS WHEREOF, the Company has exercised this waiver amendment as of the
date first above written.
INTEGRATED MEDICAL RESOURCES, INC.
By: /s/ Troy A. Burns
__________________________________________________
Name: Troy A. Burns
Title: CEO
Acknowledged and agreed to
as of March 31, 1998
KARDATZKE MANAGEMENT, INC.
By: /s/ E. Stanley Kardatzke
__________________________________________
Name: E. Stanley Kardatzke
Title: Chairman and CEO