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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 4, 2000
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MIM Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-28740 05-0489664
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
100 Clearbrook Road, Elmsford, NY 10523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 460-1600
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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.
This Form 8-K/A is being filed to amend the Form 8-K filed on August 10,
2000 by MIM Corporation (the "Company") to include financial statements and pro
forma financial information referred to in Item 7 below relating to the
acquisition by the Company, through its principal pharmacy benefit management
operating subsidiary, MIM Health Plans, Inc. ("Health Plans") of American
Disease Management Associates L.L.C., a Delaware limited liability company
("ADIMA"), pursuant to a Purchase Agreement dated as of August 3, 2000 (the
"Purchase Agreement"). At the time of the filing of the Form 8-K, it was
impractical for the Company to provide financial information for ADIMA or pro
forma financial information of the Company relative to its acquisition of
ADIMA. Pursuant to the instructions for Item 7 of Form 8-K, the Company hereby
amends Item 7 to the Form 8-K to include the previously omitted information.
Item 5. Other Events
Effective August 31, 2000, Mr. Scott R. Yablon's employment in the
Company was terminated. Prior to that time, he had served as the Company's
President and Chief Operating Officer. In addition, Mr. Yablon resigned his
positions as a member of the Board of Directors of the Company, and as an
officer and director of each of the Company's subsidiaries. Mr. Yablon's duties
and responsibilities have been assumed internally by members of existing
managment. The Company has no present intention of replacing Mr. Yablon or
hiring additional personnel to perform any function previously performed by Mr.
Yablon. The Company does not believe that Mr. Yablon's departure will have a
material adverse effect on the Company or its present or future financial
condition, performance or operations.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial
statements of ADIMA are submitted herewith as Exhibit 99.1.
(b) Pro Forma Financial Information. The pro forma combined
financial statements are submitted herewith as Exhibit 99.1.
(c) Exhibits.
2.1* Purchase Agreement, dated as of August 3, 2000, among
American Disease Management Associates L.L.C., its Members
and Certain Related Parties, MIM Health Plans, Inc. and MIM
Corporation.
4.1* Registration Rights Agreement, dated as of August 3, 2000,
by and between MIM Corporation and Livingston Group L.L.C.
10.1* Employment Agreement, dated August 3, 2000, by and between
American Disease Management Associates L.L.C., an indirect
wholly owned subsidiary of MIM Corporation and Bruce Blake.
23.1 Consent of Independent Public Accountants.
99.1 Audited Financial Statements of American Disease Management
Associates L.L.C. ("ADIMA"), as of December 31, 1999 and
1998 and for the years ended December 31, 1999,1998 and
1997. Unaudited Interim Financial Statements of ADIMA as of
June 30, 2000, and for the periods ended June 30, 1999 and
2000 and certain unaudited Pro Forma financial data.
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on August 10, 2000.
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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 hereunto duly authorized.
Date: October 18, 2000 MIM Corporation
By: /s/ Barry A. Posner
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Name: Barry A. Posner
Title: Vice President
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Exhibit No. Exhibit
2.1* Purchase Agreement, dated as of August 3, 2000, among
American Disease Management Associates, L.L.C., its Members
and Certain Related Parties, MIM Health Plans, Inc. and MIM
Corporation.
4.1* Registration Rights Agreement, dated as of August 3, 2000,
by and between MIM Corporation and Livingston Group L.L.C.
10.1* Employment Agreement, dated August 3, 2000, by and between
American Disease Management Associates L.L.C., an indirect
wholly owned subsidiary of MIM Corporation and Bruce Blake.
23.1 Consent of Independent Public Accountants.
99.1 Audited Financial Statements of American Disease Management
Associates L.L.C. ("ADIMA"), as of December 31, 1999 and
1998 and for the years ended December 31, 1999,1998 and
1997. Unaudited Interim Financial Statements of ADIMA as of
June 30, 2000, and for the periods ended June 30, 1999 and
2000 and certain unaudited Pro Forma financial data.
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on August 10, 2000.
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