<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
OCTOBER 2, 2000
ADVANCE PARADIGM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21447 75-2493381
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5215 N. O'CONNOR
SUITE 1600
IRVING, TEXAS 75039
(Address and Zip Code of Principal Executive Offices)
(469) 420-6000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8-K/A is being filed to amend the Form 8-K filed on October
16, 2000 by Advance Paradigm, Inc. (the "COMPANY") to include financial
statements and pro forma financial information referred to in Item 7 below
relating to the acquisition of PCS Holding Corporation pursuant to a Stock
Purchase Agreement dated July 11, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial statements and unaudited pro forma condensed
combined financial information are being provided in accordance with the
instructions to this item.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of PCS Holding Corporation
are submitted herewith as Exhibit 99.3.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial
statements are submitted herewith as Exhibit 99.3.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
2.1 Stock Purchase Agreement dated as of July 11, 2000 by and
between Advance Paradigm, Inc. and Rite Aid Corporation
(filed as Exhibit 2.1 to the Company's Form 8-K filed
with the Securities and Exchange Commission on July 31,
2000 and incorporated herein by reference).
2.2 Securities Purchase Agreement dated as of July 11, 2000
by and between Advance Paradigm, Inc. and Joseph
Littlejohn & Levy Fund III, L.P. (filed as Exhibit 2.2 to
the Company's Form 8-K filed with the Securities and
Exchange Commission on October 16, 2000 and incorporated
herein by reference).
2.3 Exchange Agreement dated as of October 2, 2000 by and
between Advance Paradigm, Inc. and Joseph Littlejohn &
Levy Fund III, L.P. (filed as Exhibit 2.3 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
3.1 Second Amended and Restated Bylaws of Advance Paradigm,
Inc. (filed as Exhibit 3.1 to the Company's Form 8-K
filed with the Securities and
<PAGE> 3
Exchange Commission on October 16, 2000 and incorporated
herein by reference).
3.2 Certificate of Designations for Series A-1 11%
Preferred Stock (filed as Exhibit 3.2 to the
Company's Form 8-K filed with the Securities and
Exchange Commission on October 16, 2000 and
incorporated herein by reference).
3.3 Certificate of Designations for Series A-2 11% Preferred
Stock (filed as Exhibit 3.3 to the Company's Form 8-K
filed with the Securities and Exchange Commission on
October 16, 2000 and incorporated herein by reference).
3.4 Certificate of Designations for Series B Convertible
Preferred Stock (filed as Exhibit 3.4 to the Company's
Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
10.1 Stockholders' Agreement dated as of October 2, 2000 by
and among Advance Paradigm, Inc., Rite Aid Corporation,
Joseph Littlejohn & Levy Fund III, L.P. and various other
investors named therein (filed as Exhibit 10.1 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
10.2 Registration Rights Agreement dated as of October 2, 2000
by and among Advance Paradigm, Inc., various guarantors
named therein and Rite Aid Corporation (filed as Exhibit
10.2 to the Company's Form 8-K filed with the Securities
and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.3 Warrant dated as of October 2, 2000 issued to Rite Aid
Corporation (filed as Exhibit 10.3 to the Company's Form
8-K filed with the Securities and Exchange Commission on
October 16, 2000 and incorporated herein by reference).
10.4 Credit Agreement dated as of October 2, 2000 by and among
Advance Paradigm, Inc., Merrill Lynch Capital Corporation
and a syndicate of banks (filed as Exhibit 10.4 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
10.5 Indenture dated as of October 2, 2000 by and among
Advance Paradigm, Inc., various guarantors and U.S. Trust
Company of Texas, N.A. (filed as Exhibit 10.5 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
23.1* Consent of Independent Public Accountants.
99.1 Joint Press Release dated July 12, 2000 issued by Advance
Paradigm, Inc.
<PAGE> 4
and Rite Aid Corporation (filed as Exhibit 99.1 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on July 31, 2000 and incorporated herein by
reference).
99.2 Press Release dated October 2, 2000 issued by Advance
Paradigm, Inc. (filed as Exhibit 99.2 to the Company's
Form 8-K filed with the Securities and Exchange
Commission on October 16, 2000 and incorporated herein by
reference).
99.3* Audited consolidated financial statements for PCS Holding
Corporation and Subsidiaries as of December 31, 1997,
December 31, 1998, February 27, 1999 and February 26,
2000 and for the thirty-six days ended February 27, 1999
and the year ended February 26, 2000 and certain
unaudited pro forma condensed consolidated financial
statements for the fiscal year ended March 31, 2000 and
the three months ended June 30, 2000.
[SIGNATURE PAGE TO FOLLOW]
----------
* Filed herewith
<PAGE> 5
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.
ADVANCE PARADIGM, INC.
Date: October 26, 2000 By: /s/ DAVID D. HALBERT
------------------------------------
Name: David D. Halbert
Title: Chairman of the Board and Chief
Executive Officer
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
2.1 Stock Purchase Agreement dated as of July 11, 2000 by and between
Advance Paradigm, Inc. and Rite Aid Corporation (filed as Exhibit
2.1 to the Company's Form 8-K filed with the Securities and
Exchange Commission on July 31, 2000 and incorporated herein by
reference).
2.2 Securities Purchase Agreement dated as of July 11, 2000 by and
between Advance Paradigm, Inc. and Joseph Littlejohn & Levy Fund
III, L.P. (filed as Exhibit 2.2 to the Company's Form 8-K filed
with the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
2.3 Exchange Agreement dated as of October 2, 2000 by and between
Advance Paradigm, Inc. and Joseph Littlejohn & Levy Fund III, L.P.
(filed as Exhibit 2.3 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
3.1 Second Amended and Restated Bylaws of Advance Paradigm, Inc. (filed
as Exhibit 3.1 to the Company's Form 8-K filed with the Securities
and Exchange Commission on October 16, 2000 and incorporated herein
by reference).
3.2 Certificate of Designations for Series A-1 11% Preferred Stock
(filed as Exhibit 3.2 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
3.3 Certificate of Designations for Series A-2 11% Preferred Stock
(filed as Exhibit 3.3 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
3.4 Certificate of Designations for Series B Convertible Preferred
Stock (filed as Exhibit 3.4 to the Company's Form 8-K filed with
the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.1 Stockholders' Agreement dated as of October 2, 2000 by and among
Advance Paradigm, Inc., Rite Aid Corporation, Joseph Littlejohn &
Levy Fund III, L.P. and various other investors named therein
(filed as Exhibit 10.1 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.2 Registration Rights Agreement dated as of October 2, 2000 by and
among Advance Paradigm, Inc., various guarantors named therein and
Rite Aid
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
Corporation (filed as Exhibit 10.2 to the Company's Form 8-K filed
with the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.3 Warrant dated as of October 2, 2000 issued to Rite Aid Corporation
(filed as Exhibit 10.3 to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.4 Credit Agreement dated as of October 2, 2000 by and among Advance
Paradigm, Inc., Merrill Lynch Capital Corporation and a syndicate
of banks (filed as Exhibit 10.4 to the Company's Form 8-K filed
with the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
10.5 Indenture dated as of October 2, 2000 by and among Advance
Paradigm, Inc., various guarantors and U.S. Trust Company of Texas,
N.A. (filed as Exhibit 10.5 to the Company's Form 8-K filed with
the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
23.1* Consent of Independent Public Accountants.
99.1 Joint Press Release dated July 12, 2000 issued by Advance Paradigm,
Inc. and Rite Aid Corporation (filed as Exhibit 99.1 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on July 31, 2000 and incorporated herein by reference).
99.2 Press Release dated October 2, 2000 issued by Advance Paradigm,
Inc. (filed as Exhibit 99.2 to the Company's Form 8-K filed with
the Securities and Exchange Commission on October 16, 2000 and
incorporated herein by reference).
99.3* Audited consolidated financial statements for PCS Holding
Corporation and Subsidiaries as of December 31, 1997, December 31,
1998, February 27, 1999 and February 26, 2000 and for the
thirty-six days ended February 27, 1999 and the year ended February
26, 2000 and certain unaudited pro forma condensed consolidated
financial statements for the fiscal year ended March 31, 2000 and
the three months ended June 30, 2000.
</TABLE>
----------
* Filed herewith
