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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 8, 1996
MATRIA HEALTHCARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20619 58-2205984
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1850 Parkway Place, 12th Floor, Marietta, Georgia 30067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 770-423-4500
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Healthdyne, Inc., a Georgia corporation ("Healthdyne"), Tokos Medical
Corporation (Delaware), a Delaware corporation ("Tokos"), and Matria
Healthcare, Inc., a Delaware corporation ("Matria"), entered into an Agreement
and Plan of Merger, dated as of October 2, 1995, as amended as of December 4,
1995 and further amended as of January 31, 1996 (the "Agreement"). The
Agreement provided for the merger of Tokos and Healthdyne with and into Matria
(the "Merger").
On March 6, 1996, special meetings of the stockholders of Healthdyne
and Tokos were held at which the stockholders were asked, pursuant to a Joint
Proxy Statement/Prospectus contained within Matria's Form S-4 Registration
Statement (No. 333-00781) filed with the Securities and Exchange Commission
(the "Commission") on February 8, 1996, to consider and vote upon, among other
things, the Merger. The stockholders of each of Healthdyne and Tokos approved
the Merger at their respective meetings.
Following receipt of these approvals, a Certificate of Merger of
Healthdyne and Tokos with and into Matria was filed with the Secretary of State
of the State of Georgia, and a Certificate of Ownership and Merger merging
Tokos and Healthdyne into Matria was filed with the Secretary of State of the
State of Delaware. These filings were accepted and the Merger became effective
at 4:30 p.m., Eastern Standard Time, Friday, March 8, 1996 (the "Effective
Time"). The Merger was structured as a "merger of equals" and did not involve
the sale of either Healthdyne or Tokos.
At the Effective Time, each share of common stock, par value $.01 per
share, of Healthdyne outstanding immediately prior to the consummation of the
Merger, together with its associated preferred stock purchase right, was
converted into one share of common stock, par value $.01 per share ("Matria
Common Stock"), together with its associated common stock purchase right, and
each share of common stock, par value $.001 per share, of Tokos outstanding
immediately prior to the consummation of the Merger, together with its
associated common stock purchase right, was converted into one share of Matria
Common Stock, together with its associated common stock purchase right.
Fractional shares of Matria Common Stock will not be issued in connection with
the Merger. No cash consideration was paid by either Healthdyne or Tokos to
the other, and, consequently, there was no source of funds.
The exchange ratio was determined by the representatives of Healthdyne
and Tokos through arms-length negotiations that included discussions regarding,
among other things, governance, board composition, board membership, and other
terms of the Merger. Representatives of both companies considered the
business, operations and management of both companies to be substantially
comparable, and agreed to value each company on a comparable basis. The
representatives of both companies utilized, as an initial point of discussion,
a valuation methodology based on contribution of revenues, adjusted to reflect
the relative net cash contributions of each company and the business prospects
of additional lines of business that had yet to generate significant revenues
to date. The representatives of both companies recognized
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that other financial operating parameters failed to provide a meaningful basis
for determining relative valuations because both companies had failed to
generate positive operating income from continuing operations on a recent
historical basis.
The business of Matria initially consists of the businesses conducted
by Healthdyne and Tokos and their respective subsidiaries immediately prior to
the consummation of the Merger. Prior to the spinoff of its subsidiaries
Healthdyne Technologies, Inc. in May 1995 and Healthdyne Information
Enterprises, Inc. in November 1995, Healthdyne was a national provider of home
healthcare services, medical devices and specialty products. At the time of
the Merger, Healthdyne's remaining business unit, Healthdyne Maternity
Management, was a national provider of specialized obstetrical home healthcare
and risk assessment services which assist physicians and payors in the
management of high risk pregnancies and numerous other obstetrical and
gynecological conditions. Healthdyne provided its services throughout the
United States through approximately 35 service centers and a number of other
additional service sites. Prior to the Merger, Tokos was a national provider
of specialized obstetrical home healthcare and risk assessment services which
assist physicians and payors in the management of high risk pregnancies and
numerous other obstetrical and gynecological conditions. In addition, Tokos,
through its Matryx Health Partners Division, offered consulting, management and
administrative services to provider networks and managed care organizations.
Tokos provided its services throughout the United States through approximately
48 service centers and a number of other additional services sites. Matria
intends to continue to devote the assets associated with its business to
generally the same purposes as these assets were employed prior to the Merger.
Matria Common Stock is listed on the Nasdaq National Market and trades
under the symbol "MATR."
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
It is impracticable for Matria to provide the required financial
statements and pro forma financial information for the acquired businesses at
the time that this report on Form 8-K is filed. Matria will file such
financial statements as soon as they are available, which shall be on or before
April 1, 1996.
B. Exhibits
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Merger, dated October 2, 1995,
as amended, between Healthdyne, Tokos and Matria
(attached as Appendix A to Matria's Joint Proxy
Statement/Prospectus included as part of Matria's
Registration Statement on Form S-4 (Reg. No.
333-00781) and incorporated by reference herein).
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SIGNATURES
Pursuant to the requires 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.
MATRIA HEALTHCARE, INC.
/s/ J. Brent Burkey
J. Brent Burkey
Senior Vice President,
General Counsel and Secretary
Date: March 22, 1996
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