RECOVERY NETWORK INC
8-K, 1999-02-04
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
 
 
                                   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) February 2, 1999

                                ----------------


                           THE RECOVERY NETWORK, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                   <C>                                 <C>
          COLORADO                                7812                         39-1731029
(State or other jurisdiction of       (Primary Standard Industrial         (I.R.S. Employer
incorporation or organization)         Classification Code Number)        Identification No.)
</TABLE>

                           1411 5th Street, Suite 250
                             Santa Monica, CA 90401
                    (Address of principal executive offices)
 
Registrant's telephone number including area code                (310)393-3979



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Item 5.  OTHER EVENTS

On February 2, 1999, The Recovery Network (the "Company") announced the
retention of G. Howard Associates to advise the company on merger and
acquisition strategies, capital raising activities, strategic investment
partners and corporate development opportunities.
 
A press release describing each of these items is attached hereto as Exhibit 29.

In addition, the Company has been informed by the Nasdaq-Amex Market Group that
a hearing has been scheduled for March 5, 1999, for the Company to present
information as to why its listing on The Nasdaq SmallCap Market should be
continued.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         a)  Exhibit

             99.     Press Release dated February 2, 1999.


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                                    SIGNATURE


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.


                                        THE RECOVERY NETWORK, INC.


Date:  February 3, 1999                 By: /s/ Michael G. Clark
                                            ------------------------------------
                                            Michael G. Clark
                                            Chief Financial Officer and
                                            Corporate Secretary



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                                  EXHIBIT INDEX


      Exhibit No.
      -----------

         99.             Press Release dated February 2, 1999.



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SANTA MONICA, Calif.--(BUSINESS WIRE)--Feb. 2, 1999--Recovery Network Inc.
(Nasdaq:RNET - news) Tuesday announced that it has entered into an investment
banking agreement with G. Howard Associates Inc., a private investment banking
firm, whereby G. Howard Associates will advise the company on merger and
acquisition strategies, capital raising activities, strategic investment
partners and corporate development opportunities.

William Moses, chairman and CEO of Recovery Network, stated: "Aside from its
outstanding reputation on Wall Street, G. Howard Associates Inc. was a logical
choice for Recovery Network given our long standing relationship with its
managing director, George Henry. George currently serves on our company's
executive committee and intimately understands the strengths of the Corporation.
As such, he is best suited to evaluate the numerous opportunities being
presented to Recovery Network and subsequently advise our board accordingly."

George H. Henry of G. Howard Associates Inc. added: "It is clear that Recovery
Network is gaining sure momentum in achieving notable U.S. market penetration.
This has created tremendous added value in the company, which is capturing the
attention of several significant players operating in the cable television
industry. The historical trend in this industry has been for successful
networks, such as Recovery Network, to be acquired by one of the majors.
Recovery Network may elect to pursue this strategy at this time, opt only for a
strategic investment partner, or entertain other financing or strategic growth
opportunities. We intend to carefully and intelligently explore all of these
situations on a case by case basis and pursue only those which deliver the most
value to the company's shareholders."


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About G. Howard Associates Inc.

G. Howard Associates Inc. is a private investment banking firm founded in 1986,
which specializes in corporate finance including merger and acquisitions and
strategic investing. George H. Henry heads the firm and has served as managing
director since the firm was established. Previously, Henry spent six years with
the predecessor of Schroder.

Wertheim & Co. Inc., an investment banking firm where he had been a vice
president in the Corporate Finance Department since 1983. Henry is currently
chairman and CEO of Access Television Network, a cable programming service and
chairman of the executive committee of The Recovery Network. Since 1986, Henry
has been a director of nine publicly held companies and is currently a director
of PhoneTel Technologies, a publicly held telecommunications company. He is also
a trustee of Mitchell College. In his capacity as an investment banker, Henry
has acted as financial advisor to a host of public companies including Alcon
Laboratories, Beta Brands, Biovail International, Forest Laboratories,
PolyMedica Industries, QSound Labs, ISI Systems, MedChem Products, and Spectrum
Signal Processing.

About Recovery Network

The Recovery Network is a digital media company utilizing its cable television
network currently being delivered into over 5 million U.S. households, Internet
and telephony platforms to provide social and behavioral health programming,
products and services to a national audience. The company's primary market are
those impacted by social and behavioral problems that effect 100 million
Americans at a cost to the economy in excess of one-half trillion dollars
annually in increased health care costs, crime and lost productivity. Recovery
Network's National Partnership for Recovery and Prevention (NPRP) consists of
over 50 prominent national health, recovery and prevention organizations such as
Betty Ford Center, Child Welfare League and MADD that represent over 40 million
people throughout the United States. Information on the company may also be
found on the Internet at www.recoverynetwork.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements which are not historical facts contained in this press
release are forward-looking statements that involve certain risks and
uncertainties including but not limited to risks associated with the uncertainty
of future financial results, additional financing requirements, development of
new products, government approval processes, the impact of competitive products
or pricing, technological changes, the effect of economic conditions, and other
uncertainties detailed in the company's filings with the Securities and Exchange
Commission.

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Note to Investors
- -----------------

     Forward-looking statements in this release are based on information
available to the Company on the date hereof. The Company's actual results could
differ materially from those stated or implied by such forward-looking
statements. The forward-looking statements should be considered in the context
of these and other risk factors disclosed in the Company's fiscal 1998 SEC Form
10-K and Form SB-2 (filed on October 27, 1998).




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