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)
December 18, 2000
THE PLASTIC SURGERY COMPANY
(Exact name of registrant as specified in its charter)
Georgia 001-15431 58-2317410
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
509 E. Montecito Street, 2nd Floor, Santa Barbara, California 93103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 963-0400
Page 1 of 4
Exhibit Index on Page 5
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ITEM 2. - ACQUISITION OR DISPOSITION OF ASSETS
On December 18, 2000, The Plastic Surgery Company, a Georgia
corporation (the "Registrant"), acquired all of the issued and outstanding
capital stock (the "Shares") of Florida Center for Cosmetic Surgery, Inc., a
Florida corporation ("FCCS"), for a purchase price of $7,000,000 (the "Purchase
Price"), in accordance with the terms and conditions of the Stock Purchase
Agreement, dated as of November 15, 2000 (the "Agreement") by and among the
Registrant, FCCS and the FCCS Shareholders described therein (the
"Acquisition").
In connection with the Agreement, Registrant paid the Purchase Price by
(i) a cash payment in the amount of $900,000, (ii) the issuance of secured
promissory notes to the FCCS Shareholders in the aggregate principal amount of
$4,100,000 (the "Secured Notes"), (iii) the issuance of unsecured promissory
notes to the FCCS Shareholders in the aggregate principal amount of $1,000,000
(the "Unsecured Notes"), and (iv) the issuance of an aggregate of 406,075 shares
of Common Stock of Registrant to the FCCS Shareholders (the "Registrant Common
Stock"), which was was determined by dividing $1,000,000 by the average closing
price per share of Common Stock of Registrant as reported on the American Stock
Exchange for the five (5) trading days ending on the day immediately prior to
December 18, 2000.
The Secured Notes accrue interest at a rate of 9% per annum and are
payable in monthly installments of interest only until the first anniversary of
the Closing, at which time all of the outstanding principal and accrued interest
shall become due and payable. The Secured Notes are collateralized with a first
priority security interest in the assets of FCCS and a pledge of all of the
Shares of FCCS. The Unsecured Notes accrue interest at a rate of 9% per annum
and are payable over three years in equal monthly installments of principal and
interest based upon a ten year amortization schedule in accordance with the
terms and conditions of the Unsecured Notes.
Registrant granted to the FCCS Shareholders certain registration rights
in connection with the Registrant Common Stock whereby the Registrant shall
register the resale of the shares of Registrant Common Stock within six months
following the closing of the Acquisition.
The foregoing description of the Acquisition does not purport to be
complete and is qualified in its entirety by reference to the Agreement, which
is incorporated herein by reference.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The following financial statements of FCCS are unavailable and
are anticipated to be filed under Form 8-K/A within 60 days of the date of this
Report.
- Independent Auditors' Reports
- Audited Balance Sheets as of December 31, 1999 and
December 31, 1998
- Audited Statements of Income for the years ended
December 31, 1998, 1997 and 1996.
- Audited Statements of Cash Flow for the years ended
December 31, 1998, 1997 and 1996.
- Unaudited Balance Sheets as of September 30, 2000
- Unaudited Statements of Income for the nine months
ended September 30, 2000
- Unaudited Statements of Cash Flow for the nine months
ended September 30, 2000
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(b) PRO FORMA FINANCIAL INFORMATION
The following PRO FORMA financial statements are unavailable
and are anticipated to be filed under Form 8-K/A within 60
days of the date of this Report.
- PRO FORMA condensed Balance Sheet as of September 30,
2000
- PRO FORMA condensed Statement of Income for the year
ended December 31, 1999 and for the nine months ended
September 30, 2000
(C) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
2.1 Stock Purchase Agreement by and among The
Plastic Surgery Company, a Georgia
corporation, Florida Center for Cosmetic
Surgery, Inc., a Florida corporation and the
FCCS Shareholders dated as of November 15,
2000 (the "Agreement"). The following
exhibits to the Agreement have been omitted.
Registrant will furnish supplementally a copy
of any omitted exhibit to the Commission upon
request.
Omitted Exhibits:
-----------------
Exhibit A Form of Secured Promissory Note
Exhibit B Form of Unsecured Promissory Note
Exhibit C Registration Rights Memorandum
Exhibit D Form of Non-Competition Agreement
Exhibit E Form of Employment Agreement
Exhibit F Form of Consulting Agreement
Exhibit G Contact Information
Exhibit H First Amendment to Stock Purchase Agreement
99.1 Financial Statements of FCCS listed in Item
7(a) above (to be filed by amendment)
99.2 Pro Forma Financial Statements listed in
Item 7(b) above (to be filed by amendment)
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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.
THE PLASTIC SURGERY COMPANY
January 2, 2001 /S/ Dennis Condon
--------------- -------------------------------------
Dennis Condon
President and Chief Executive Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------
<S> <C> <C>
2.1 Stock Purchase Agreement dated as of November 15, 2000
99.1 Financial Statements of FCCS listed in Item 7(a) above *
99.2 Pro Forma Financial Statements listed in Item 7(b) above *
-----------------
* to be filed by amendment
</TABLE>
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