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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
June 13, 1997
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(Date of Report; Date of Earliest Event Reported)
Raytel Medical Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27186 94-2787342
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(Commission File Number) (IRS Employer Identification No.)
2755 Campus Drive, Suite 200, San Mateo, CA 94403
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(address of principal executive offices) (Zip Code)
(415) 349-0800
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 13, 1997, Raytel Medical Corporation (the "Company") entered
into a letter of intent to acquire Cardiovascular Ventures, Inc. ("CVI") of New
Orleans, Louisiana, an owner and operator of cardiovascular diagnostic
facilities in Texas, Louisiana and Maryland and the owner and manager of a
physician clinic in Florida. The transaction is subject to the completion of
Raytel's due diligence review and the execution of a definitive agreement.
Completion of the transaction will also be subject to customary closing
conditions, including approval by the shareholders of CVI. A copy of the press
release announcing the execution of the letter of intent is attached as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit No. Description
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99.1 Press Release dated June 13, 1997.
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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.
RAYTEL MEDICAL CORPORATION
Date: June 17, 1997 By: /s/ E. Payson Smith
E. Payson Smith
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated June 13, 1997.
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Raytel Medical Corporation
NEWS RELEASE
FOR IMMEDIATE RELEASE
Approved By: E. Payson Smith, Jr.,CFO
Contacts: E. Payson Smith, Jr.,CFO
(415) 349-0800
Morgen-Walke Associates
Chris Danne, Todd Friedman, Doug Sherk
(415) 296-7383
David Sasso, Donna Ziegler
(212) 850-5600/ (212)850-5698
RAYTEL MEDICAL CORPORATION SIGNS LETTER OF INTENT TO
ACQUIRE CARDIOVASCULAR VENTURES INC.
SAN MATEO,CA/June 13, 1997---Raytel Medical Corporation (Nasdaq:RTEL) today
announced it has signed a letter of intent to acquire Cardiovascular Ventures
Inc.(CVI), of New Orleans, LA. CVI manages, owns and operates cardiovascular
diagnostic facilities in Texas, Louisiana, and Maryland, and owns and manages a
physician clinic in Florida. CVI had revenues of approximately $17.3 million and
was profitable through the first nine months of its current fiscal year ending
June 30, 1997. Terms of the transaction were not disclosed. The transaction is
subject to the completion of Raytel's due diligence review and the execution of
a definitive agreement. Completion of the transaction, which is expected to take
place in approximately 60 days, will also be subject to customary closing
conditions, including approval by the shareholders of CVI. The transaction, if
completed, will be treated as a purchase for accounting purposes.
Richard F. Bader, Chairman and Chief Executive Officer of Raytel,
commented, "CVI's business is an extension of Raytel's strategic initiative. CVI
operates cardiovascular diagnostic facilities which they refer to as heart
centers, some of which are free-standing and others
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of which are associated with hospitals. They also own and manage a physician
clinic that includes a free-standing cardiovascular diagnostic facility. CVI
has pursued a strategy that is very similar to Raytel's integrated heart
center strategy. Based upon CVI's recent performance, I believe this
acquisition, once completed, will be accretive to earnings and complement
Raytel's growth strategy."
Dr. David Wertheimer, Chairman of the Board of Cardiovascular
Ventures, Inc., commented, "I'm excited about the prospect of combining CVI's
expertise with Raytel's capital, reputation, and infrastructure to further our
joint efforts in creating a high-quality network of heart centers in the United
States."
Raytel, headquartered in San Mateo, CA, is developing a network of
integrated heart centers that are associated with existing hospitals and
physician practices. These centers integrate cardiologists and other physicians
with the facilities through a set of diagnostic and therapeutic protocols
designed to provide a high level of care at a competitive price. Integrated
heart centers represent an innovative method of delivering high quality,
cost-effective cardiac care. In an integrated heart center, cardiovascular
disease management, including diagnostic, therapeutic, and post-therapeutic
(long term wellness) care, is managed through a single organization, with most
procedures performed at a single location. Raytel provides a variety of medical
services, focusing on the needs of patients with cardiovascular disease and is
the leading provider of remote cardiac monitoring and testing services utilizing
transtelephonic technology in the United States.
The statements in this news release related to future earnings are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 32E of the Securities and Exchange Act of
1934, as amended, and are subject to the safe harbors created thereby. The
company's actual future results could differ materially from the forward-looking
statements discussed herein because of the following factors among others:
legislative or regulatory changes in the healthcare industry, changes in
reimbursement rates, limits on covered services, increased review of utilization
of services, use of competitive bids, and a variety of other factors discussed
from time to time in the company's public reports filed with the Securities and
Exchange Commission, such as those discussed under "Business Environment and
Future Financial Results" included in the company's report on Form 10-K for the
year ended September 30, 1996.
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