SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13A-17
OR 15D-17 THEREUNDER
STAT HEALTHCARE, INC. (FORMERLY NEW STAT HEALTHCARE, INC.)
(Exact name of issuer as specified in charter)
12450 GREENSPOINT DRIVE, SUITE 1200, HOUSTON, TEXAS 77060
(Address of principal executive offices)
Issuer's telephone number, including area code (713) 872-6900
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:
1. Title of security: COMMON STOCK, PAR VALUE $0.01 PER SHARE
2. Number of shares outstanding before the change: NONE
3. Number of shares outstanding after the change: 14,902,472
4. Effective date of change: JUNE 24, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)
MERGER AND EXCHANGE
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Give brief description of transaction:
On June 24, 1996, pursuant to an Amended and Restated Agreement and Plan
of Reorganization, dated as of March 15, 1996 (the "Reorganization Agreement"),
(a) AmHealth Corporation, AmHealth Enterprises of the Valley, Inc. and AmHealth
Ambulatory Services, Inc., each of which is a Texas corporation (collectively,
the "AmHealth Corporations"), were merged with and into STAT Healthcare, Inc., a
Delaware corporation named "New STAT Healthcare, Inc." prior to June 24, 1996
("New STAT"), with New STAT as the surviving corporation, (b) all the general
partners and limited partners (excluding limited partners representing a 25%
interest in Brownsville Kidney Center, Ltd.) (the "AmHealth Partners") of
AmHealth Kidney Centers of the Valley, Ltd., Weslaco Kidney Center, Ltd., Starr
Dialysis Center, Ltd., Mission Kidney Center, Ltd., Brownsville Kidney Center,
Ltd., AmHealth Medical Management, Ltd., Brownsville Hyperbaric Healthcare,
Ltd., Southwestern Infusion Healthcare, Ltd. and AmHealth Ambulatory Healthcare,
Ltd., each of which is a Texas limited partnership (collectively, the "AmHealth
Partnerships"), received shares of common stock of New STAT (the "New STAT
Common Stock") in exchange for the outstanding general and limited partner
interests in the AmHealth Partnerships held by such partners (the "AmHealth
Units"), and (c) Old STAT, Inc., a Delaware corporation named "STAT Healthcare,
Inc." prior to June 25, 1996 ("Old STAT"), merged with STAT Acquisition Corp., a
Delaware corporation wholly owned by New STAT, with Old STAT as the surviving
corporation (such transactions being collectively referred to as the
"Exchange"). The shareholders of the AmHealth Corporations (the "AmHealth
Shareholders") and the AmHealth Partners collectively received a total of
11,200,000 shares of New STAT Common Stock, each of the 3,702,472 shares of
common stock of Old STAT (the "Old STAT Common Stock") issued and outstanding
immediately prior to the consummation of the Exchange was converted into one
share of New STAT Common Stock, and each option and warrant to purchase shares
of Old STAT Common Stock outstanding immediately prior to the consummation of
the Exchange was converted into an option or warrant, as the case may be, to
purchase shares of New STAT Common Stock on substantially the same terms and
conditions. Upon consummation of the Exchange, the corporate name of New STAT
was changed to "STAT Healthcare, Inc." and the corporate name of Old STAT was
changed to "Old STAT, Inc."
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: NEW STAT HEALTHCARE, INC.
2. Name after change: STAT HEALTHCARE, INC.
3. Effective date of charter amendment changing name: JUNE 24, 1996
4. Date of shareholder approval of change, if required: NONE REQUIRED
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STAT Healthcare, Inc. (formerly New STAT
Healthcare, Inc.)
Date: June 25, 1996 By: /s/ NED E. CHAPMAN
Ned E. Chapman
Chief Financial Officer
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