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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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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) MAY 31, 2000
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InSight Health Services Corp.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-28622 33-0702770
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(949) 476-0733
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On May 31, 2000, InSight Health Corp., a Delaware corporation and a
wholly owned subsidiary of InSight Health Services Corp., a Delaware
corporation ("Registrant"), acquired substantially all of the assets
("Assets") of Wilkes-Barre Imaging, a New York general partnership
("Seller") pursuant to an Asset Purchase Agreement dated May 2, 2000
("Purchase Agreement"). Seller is owned and controlled by US
Diagnostic Inc., a Delaware corporation, and Roy Assael, an
individual, which were also parties to the Purchase Agreement. The
Assets acquired by Registrant under the Purchase Agreement consist
of certain tangible and intangible assets, including diagnostic
imaging equipment, customer contracts and other agreements held by
Seller in connection with providing diagnostic imaging services to
customers in Wilkes-Barre, Pennsylvania.
The aggregate purchase price for the Assets was approximately $17.4
million. The purchase price was paid entirely in cash and is subject to
certain post-closing adjustments. Registrant utilized its existing
credit facility with Bank of America, N.A. to fund the purchase price.
(b) Seller provides diagnostic imaging services, including magnetic
resonance imaging ("MRI"), computed tomography, open MRI, mammography,
ultrasound, nuclear medicine, nuclear cardiology and radiography and
fluoroscopy in Wilkes-Barre, Pennsylvania. Registrant intends to use
the Assets to expand upon its existing business. Registrant provides
diagnostic imaging and information, treatment and related management
services to managed care, hospitals and other contractual customers in
32 United States, including five major U.S. markets.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
It is impractical to file with this report the financial statements
required by this Item. Audited financial statements of Seller
required by this Item will be included in an amendment to this
report to be filed within 60 days after the date this report is
filed with the Securities and Exchange Commission ("SEC").
(b) Pro forma financial information (unaudited).
It is impractical to file with this report the pro forma financial
information required by this Item. Pro forma financial information
required by this Item will be included in an amendment to this
report to be filed within 60 days after the date this report is
filed with the SEC.
(c) Exhibits.
2.1 Asset Purchase Agreement dated May 2, 2000 by and among
InSight Health Corp., Roy Assael, Wilkes-Barre Imaging
and US Diagnostic Inc. (filed herewith).
2.2 Amendment to Asset Purchase Agreement dated May 31, 2000
by and among InSight Health Corp., Roy Assael,
Wilkes-Barre Imaging and US Diagnostic Inc.
(filed herewith).
99.1 Press Release dated June 5, 2000, announcing the
completion of the acquisition (filed herewith).
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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 thereunto duly authorized.
DATE: June 14, 2000
INSIGHT HEALTH SERVICES CORP.
BY: /s/ Thomas V. Croal
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Thomas V. Croal
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
2.1 Asset Purchase Agreement dated as of
May 2, 2000 by and among InSight Health
Corp., Roy Assael, Wilkes-Barre Imaging
and US Diagnostic Inc. (filed herewith).
2.2 Amendment to Asset Purchase Agreement
dated May 31, 2000 by and among InSight
Health Corp., Roy Assael, Wilkes-Barre Imaging
and US Diagnostic Inc. (filed herewith).
99.1 Press Release dated June 5, 2000, announcing
the completion of the acquisition (filed herewith).
