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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): August 14, 2000
REVCARE, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-17192 84-1061382
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
5400 Orange Avenue, Suite 200, Cypress, CA 90630
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 995-0627
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Item 5. Acquisition or Disposition of Assets.
On May 30, 2000, RevCare, Inc., a Nevada corporation formerly known as
Cypress Financial Services, Inc. (the "Company"), entered into agreements to
purchase (the "Acquisition") (i) all of the outstanding stock of Orange County
Professional Services, Inc., a California corporation ("CPS"), from Russell and
Suzette Mohrmann and Robert and Barbara Perez and (ii) substantially all of the
assets, and assume certain liabilities, of Insource Medical Solutions, LLC, a
California limited liability company ("Insource"), RBA Rem-Care, Inc., a
California corporation ("RBA"), and Hospital Employee Labor Pool ("HELP"), a
California corporation, which companies are accounts receivable management
services or staffing outsourcing businesses.
The Company consummated the Acquisition on August 14, 2000. The aggregate
purchase price for the Acquisition was $10,500,000, of which $4,200,000 was paid
in the form of convertible promissory notes. The promissory notes bear interest
at the rate of eight percent (8%) per annum and are secured by the capital stock
of CPS and all of the assets of Insource, RBA, HELP and CPS, including CPS's
wholly-owned subsidiary, Impact Seminars & Consulting, Inc., a Hawaii
corporation. The promissory notes are convertible into shares of common stock of
the Company at a conversion price of $0.735 per share. The consideration paid
for the Acquisition was determined by negotiation between the Company, on the
one hand, and CPS, Insource, RBA, HELP and their respective shareholders and
members, on the other hand.
The Acquisition will be accounted for using the purchase method of
accounting. The source of proceeds for the cash portion of the Acquisition
consideration is the Company's cash on hand.
Upon the effectiveness of the Acquisition, Russell Mohrmann remained as
the president of CPS, Robert Perez remained as CPS's Secretary and Manuel
Occiano, chief executive officer of the Company, became chief executive officer
and chief financial officer of CPS. George L. McCabe, Jr. and Manuel Occiano
joined Russell Mohrmann as directors of CPS. Russell Mohrmann and Robert Perez,
in connection with the Acquisition, have signed employment agreements with CPS
and the Company.
The foregoing description of the transactions involving the Company, on
the one hand, and CPS, Insource, RBA, HELP and their respective shareholders and
members, on the other hand, in respect of the Acquisition and the various
agreements entered into in connection therewith is qualified in its entirety by
reference to the purchase agreements, copies of which are filed as exhibits to
this Form 8-K and incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
A. Financial Statements of Business Acquired.
Currently, it is impracticable for the Company to file with this Form 8-K
the financial statements of CPS for the periods specified in Rule 3-05(b) of
Regulation S-X in connection with the Acquisition. The Company will file the
required financial statements as an amendment to this Form 8-K as soon as
practicable in compliance with applicable requirements.
B. Pro Forma Financial Information.
Currently, it is impracticable for the Company to file with this Form 8-K
the pro forma financial information which is required pursuant to Article 11 of
Regulation S-X in connection with the Acquisition. The Company will file the
required pro forma financial information as an amendment to this Form 8-K as
soon as practicable in compliance with applicable requirements.
C. Exhibits
Exhibit Name of Exhibit
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2.1 Purchase Agreement by and among the Company, CPS, Impact, RBA, Insource,
Russell Mohrmann, Suzette Mohrmann, Robert Perez, Barbara Perez and Maureen
Brooks dated May 30, 2000 (incorporated by reference from June 14, 2000
Form 8-K, Exhibit 2.1)
2.2 Asset Purchase Agreement by and among the Company, CPS, HELP, Russell
Mohrmann, Suzette Mohrmann and Allen Berman dated May 30, 2000
(incorporated by reference from June 14, 2000 Form 8-K, Exhibit 2.2)
2.3 Definitive Purchase Agreement and Plan of Reorganization dated September
12, 1995 (incorporated by reference from September 12, 1995 Form 8-K,
Exhibit 7(b)(i) )
4.1 Amended and Restated Articles of Incorporation as filed with the Secretary
of State of Nevada on December 7, 1995 (incorporated by reference from
December 20, 1995 Form 8-K, Exhibit 3.1)
4.2 Certificate of Determination re: Series A Preferred Stock (incorporated by
reference from December 27, 1996 Form 10-KSB, Exhibit 3.3)
4.3 Certificate of Amendment of Articles of Incorporation as filed with the
Secretary of State of Nevada on August 9, 2000
4.4 Investors' Rights Agreement by and among the Company, CPS, RBA, Insource,
HELP, Russell Mohrmann, Suzette Mohrmann, Robert Perez and Barbara Perez
dated August 14, 2000
4.5 Forms of Secured Convertible Promissory Notes issued by the Company dated
August 14, 2000
10.1 Employment Agreement between CPS and Russell Mohrmann dated August 14, 2000
10.2 Employment Agreement between the Company and Robert Perez dated August 14,
2000
99.1 Press Release dated May 31, 2000 (incorporated by reference from June 14,
2000 Form 8-K)
99.2 Press Release dated August 28, 2000
SIGNATURE
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.
REVCARE, INC.
Date: August 28, 2000 By: /s/ Manuel Occiano
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Manuel Occiano
Chief Executive Officer
EXHIBIT INDEX
Exhibit Name of Exhibit
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2.1 Purchase Agreement by and among the Company, CPS, Impact, RBA,
Insource, Russell Mohrmann, Suzette Mohrmann, Robert Perez, Barbara
Perez and Maureen Brooks dated May 30, 2000 (incorporated by reference
from June 14, 2000 Form 8-K, Exhibit 2.1)
2.2 Asset Purchase Agreement by and among the Company, CPS, HELP, Russell
Mohrmann, Suzette Mohrmann and Allen Berman dated May 30, 2000
(incorporated by reference from June 14, 2000 Form 8-K, Exhibit 2.2)
2.3 Definitive Purchase Agreement and Plan of Reorganization dated
September 12, 1995 (incorporated by reference from September 12, 1995
Form 8-K, Exhibit 7(b)(i))
4.1
Amended and Restated Articles of Incorporation as filed with the
Secretary of State of Nevada on December 7, 1995 (incorporated by
reference from December 20, 1995 Form 8-K, Exhibit 3.1)
4.2 Certificate of Determination re: Series A Preferred Stock
(incorporated by reference from December 27, 1996 Form 10-KSB, Exhibit
3.3)
4.3
Certificate of Amendment of Articles of Incorporation as filed with
the Secretary of State of Nevada on August 9, 2000
4.4 Investors' Rights Agreement by and among the Company, CPS, RBA,
Insource, HELP, Russell Mohrmann, Suzette Mohrmann, Robert Perez and
Barbara Perez dated August 14, 2000
4.5 Forms of Secured Convertible Promissory Notes issued by the Company
dated August 14, 2000
10.1 Employment Agreement between CPS and Russell Mohrmann dated August 14,
2000
10.2 Employment Agreement between the Company and Robert Perez dated August
14, 2000
99.1 Press Release dated May 31, 2000 (incorporated by reference from June
14, 2000 Form 8-K)
99.2 Press Release dated August 28, 2000