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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 31, 2002
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MIM Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-28740 05-0489664
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
100 Clearbrook Road, Elmsford, NY 10523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 460-1600
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(Former name or former address, if changed since last report)
Item 2. Acquisitions or Disposition of Assets.
On January 31, 2002, MIM Corporation (the "Company") acquired from Marc
Wiener and Barbara Kammerer all of the issued and outstanding common stock of
Vitality Home Infusion Services, Inc., a New York corporation ("Vitality"),
pursuant to a Stock Purchase Agreement dated as of January 9, 2002 (the
"Purchase Agreement") among Vitality Home Infusion Services, Inc., Marc Wiener,
Barbara Kammerer and the Company. Vitality, located in Roslyn Heights, New York,
distributes specialty pharmaceutical products, on a national basis, to the
chronically ill and genetically impaired, particularly focusing on Oncology,
Infections Disease, Immunology and Rheumatory Disease.
The aggregate purchase price for Vitality was $45 million, consisting
of $35 million in cash and the balance in Company common stock, a portion of
which is being held in escrow to secure potential indemnification claims for
breaches of Vitality and/or the individual seller's representations and
warranties and covenants under the Purchase Agreement. The purchase price was
determined based on negotiations between the Company and the shareholders of
Vitality. The cash portion of the purchase price was funded through borrowings
under the Company's existing $45 million revolving credit facility with HFG
Healthco-4 LLC, an affiliate of Healthcare Finance Group. The transaction will
be accounted for as a purchase.
The description of the transaction contained herein is qualified in its
entirety by reference to the Purchase Agreement attached hereto as Exhibit 2.1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements
required by this item will be filed on or before April 16, 2002.
(b) Pro Forma Financial Information. The financial information required by this
item will be filed on or before April 16, 2002.
(c) Exhibits.
2.1 Purchase Agreement, dated as of January 9, 2002, among Vitality Home
Infusion Services, Inc., Marc Wiener, Barbara Kammerer and MIM
Corporation.
99.1 Press Release, dated January 31, 2002, issued by MIM Corporation.
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.
Date: February 5, 2002 MIM Corporation
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By: /s/ Barry A. Posner
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Name: Barry A. Posner
Title: Executive Vice President
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EXHIBIT INDEX
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Exhibit No. Exhibit
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2.1 Purchase Agreement, dated as of January 9, 2002, among Vitality
Home Infusion Services, Inc., Marc Wiener, Barbara Kammerer and
MIM Corporation.
99.1 Press Release, dated January 31, 2002, issued by MIM Corporation.