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): June 12, 2000 (June 12, 2000)
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INNOVATIVE CLINICAL SOLUTIONS, LTD.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27568 65-0617076
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(Commission File Number) (IRS Employer Identification Number)
10 Dorrance Street, Suite 400, Providence, RI 02903
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(Address of principal executive offices)
(401) 831-6755
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5: Other Events.
On June 12, 2000, Innovative Clinical Solutions, Ltd. (the "Company")
commenced solicitation of the consent of holders (the "Debentureholders") of all
of its outstanding $100 million 6.75% convertible debentures due 2003 (the
"Debentures"). The Company is seeking the consent of the Debentureholders to the
conversion of the Debentures through a voluntary prepackaged plan of
reorganization of the Company and its subsidiaries under Chapter 11 of the
Bankruptcy Code (the "Recapitalization"). If the Recapitalization is
consummated, it will result in the issuance of shares of new common stock to
Debentureholders representing 90% of the Company's issued and outstanding
capital stock following the Recapitalization. The Company's existing
stockholders will receive shares of its new common stock representing 10% of the
Company's issued and outstanding new common stock following the
Recapitalization. Both the Debentureholders and the existing stockholders
ownership percentages will be subject to dilution upon the exercise of stock
options representing up to 16% of the fully diluted shares of the Company
reserved for issuance to its executive officers and non-employee directors. In
order to effect the Recapitalization through this voluntary plan, the Company
must receive the consent of (i) holders of at least two-thirds (2/3) of the
principal amount of the Debentures that actually vote on the plan and (ii) more
than one-half (1/2) of the number of Debentureholders who actually vote on the
plan. If the Company receives the requisite consent, the plan must also be
confirmed by a U.S. Bankruptcy Court.
Unless extended, Debentureholders will have until 5:00 p.m. on July 12,
2000 to vote to accept or reject the prepackaged plan of bankruptcy. Once the
Company has filed the prepackaged plan with the U.S. Bankruptcy Court,
Debentureholders will need to obtain the permission of the Bankruptcy Court to
change their votes.
The Company filed with the Securities and Exchange Commission on Schedule
TO a complete description of the Recapitalization and the voluntary prepackaged
plan of bankruptcy as well as all of the materials sent to Debentureholders in
connection with its consent solicitation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INNOVATIVE CLINICAL SOLUTIONS, LTD
By: /s/ Gary S. Gillheeney
Gary S. Gillheeney
Chief Financial Officer
Date: June 12, 2000
