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) March 8, 1999
DIALYSIS CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
Florida 0-8527 59-1757642
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27 Miller Avenue, Lemoyne, Pennsylvania 17043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 730-6164
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Item 5. Other Events
The Company's board of directors has extended the exercise period
of its 2,300,000 outstanding common stock purchase warrants (the
"Warrants") for a period of six months to October 16, 1999 from April 16,
1999. The Warrants were originally issued in 1996 pursuant to a regis-
tered offering of securities of the Company which included 1,150,000
shares of its common stock and 2,300,000 Warrants exercisable at $4.50
per share. The Warrants are subject to redemption by the Company at
$.10 per Warrant under certain conditions, including a trading price of
$6.75 per share, for 15 consecutive trading days prior to notice of
redemption. The closing prices of the common stock and Warrants on
Friday, March 5, 1999 as reported by Nasdaq were $1.38 and $.219,
respectively. The common stock did not trade on Monday, March 8, 1999
and the closing price of the Warrants on that date was $.25. The
Company's securities trade on the Nasdaq SmallCap Market under the
symbols DCAI for the common stock and DCAIW for the Warrants. In the
last two years the common stock has not traded at $6.75, and the
Company does not anticipate redeeming the Warrants.
Assuming full exercise of the Warrants, the Company would realize
gross proceeds of approximately $10,350,000, which would be reduced by
fees of 5% of the proceeds from Warrants exercised to Joseph Dillon &
Company, Inc. ("Dillon"), the underwriter of the Company's 1996 public
offering which included the Warrants, subject to certain contingencies,
among which are that the Warrants are not held in any discretionary
accounts and Dillon is designated as the soliciting broker. The net
proceeds after costs to the Company from the exercise of the Warrants,
assuming all Warrants are exercised, would be approximately $9,832,000
and would be applied to reducing debt and for working capital. There
is no assurance as to the extent of any exercise of the Warrants,
particularly in view of the current market price of the common stock
being less than the Warrant exercise price. Therefore, there can be
no assurance that the Company will realize any proceeds.
The Company is in the process of preparing an updated registration
statement covering the common stock issuable upon exercise of the
Warrants. Until such registration statement is filed with and declared
effective by the Securities and Exchange Commission and the states in
which the Warrantholders are located, the Warrants may not be exercised
and the Company will not issue any shares of common stock.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial statements of businesses acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
(i) Amendment No. 1 to Warrant Agreement between the
Company, Continental Stock Transfer & Trust Company
and Joseph Dillon & Company, Inc. dated March 9, 1999.
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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.
DIALYSIS CORPORATION OF AMERICA
/s/ Thomas K. Langbein
By-----------------------------
THOMAS K. LANGBEIN, Chairman
of the Board and Chief Executive
Officer
Dated: March 9, 1999
DCA
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DIALYSIS CORPORATION OF AMERICA
March 9, 1999
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust
107 Northern Boulevard Company
Great Neck, New York 11021 2 Broadway
New York, New York 10004
RE: Amendment No. 1 to Warrant Agreement
Gentlemen:
This letter agreement represents Amendment No. 1 to the Warrant
Agreement between Joseph Dillon & Company, Inc. ("Dillon"), Conti-
nental Stock Transfer & Trust Company (the "Warrant Agent"), and
Dialysis Corporation of America (the "Company"), dated April 16,
1996, between and among the parties to extend the exercise period
of the Warrants to October 16, 1999. This Amendment No. 1 amends
Section 2 of the Warrant Agreement by extending the exercise period
of the Warrant to October 16, 1999. Any and all other provisions of
the Warrant Agreement indicating the expiration of the term being
April 16, 1999 are hereby amended to read October 16, 1999.
The Warrants and the Warrant Agreement as previously modified
will otherwise remain the same and in full force and effect in
accordance with their terms.
Very truly yours,
DIALYSIS CORPORATION OF AMERICA
/s/ Thomas K. Langbein
By-----------------------------
Thomas K. Langbein, Chief
Executive Officer
Acknowledged and agreed to
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust
Company
/s/ Steven Jaloza /s/ William Seegraber
By--------------------------- By:----------------------------
STEVEN JALOZA, President WILLIAM SEEGRABER, Vice President
Dated: March 9, 1999 Dated: March 9, 1999
27 Miller Street, Suites 2 & 3, Lemoyne, PA 17043
717-730-6164 717-730-9133 (Fax)
