SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 20, 2000
Balanced Care Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13845 25-1761898
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1215 Manor Drive, Mechanicsburg, PA 17055
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 717-796-6100
Page 1 of 4 pages.
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Item 5. Other Events.
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On November 20, 2000, Balanced Care Corporation (the
"Company") received a complaint filed in the Court of Chancery of the State of
Delaware (Civil Action No. 18490-NC) captioned Harry Brukner, Plaintiff, vs.
Balanced Care Corporation, Edward R. Stolman, George H. Strong, Manfred J. Walt,
David L. Goldsmith, Brad E. Hollinger, George Kuhl, Pier C. Borra, Paul
Reichmann, Barry Reichmann, and IPC Advisors S.a.r.l., Defendants. The complaint
was filed by a stockholder of the Company and alleges, among other things, that
the letter agreement between the Company and IPC Advisors S.a.r.l. ("IPC
Advisors") dated as of November 6, 2000 (the "Letter Agreement"), and the
proposed offer that IPC Advisors would be willing to consider, as described in
the Letter Agreement, are unfair to the public stockholders of the Company
because the transaction would purportedly deny the Company's stockholders the
right to share proportionately in the true value of the Company's business and
future prospects and, further, that the directors of the Company have breached
their fiduciary duties to the stockholders of the Company. The complaint seeks
alternative forms of relief including, (i) preliminarily and permanently
enjoining the Defendants from proceeding with, consummating or closing a
proposed transaction with IPC Advisors, (ii) in the event that a proposed
transaction is consummated, rescinding it and setting it aside, (iii) awarding
rescissory and/or compensatory damages in an unspecified amount, and (iv)
awarding the Plaintiff the costs of the action, including attorneys' and
experts' fees. The Plaintiff has also requested that the action be maintained as
a class action and that the Plaintiff be certified as the class representative.
The Company has evaluated the complaint and believes it is without merit and
intends to defend it vigorously.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
Page 2 of 4 pages.
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(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
None.
Page 3 of 4 pages.
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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.
Balanced Care Corporation
Date: November 28, 2000 By: /s/ Clint T. Fegan
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Clint T. Fegan
Chief Financial Officer
Page 4 of 4 pages.
