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) October 20, 1999
DIALYSIS CORPORATION OF AMERICA
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-8527 59-1757642
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27 Miller Avenue, Lemoyne, Pennsylvania 17043
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 730-6164
--------------
<PAGE>
Item 5. Other Events.
On October 20, 1999, the Company entered into an Agreement and Plan of
Merger with MainStreet IPO.com, Inc. ("MSI") and its wholly-owned subsidiary,
MainStreet Acquisition Corp. ("MainStreet"). The merger will be effected by
MainStreet merging into DCA with DCA surviving, changing its name to Main-
Street, and becoming a wholly-owned subsidiary of MSI. The Company's
shareholders will receive, on a one-for-one basis, shares of common stock
of MSI, which company is in the process of preparing a registration statement
for filing with the SEC covering the issuance of approximatly 1,396,000
shares of its common stock, plus an indeterminate number of shares for resale
by certain affiliates of the Company, MSI and certain private investors of
MSI. The registration statement is to be filed in the near future in con-
junction with the Company's proxy statement seeking its shareholder approval
of the merger and related transactions.
Immediately prior to the proposed merger, the Company will be selling
all of its assets to Dialysis Acquisition Corp., a wholly-owned subsidiary
of its parent, Medicore, Inc., with this subsidiary also assuming all lia-
bilities of the Company.
The proposed sale of assets and merger transactions are subject to a
variety of contingencies, most importantly shareholder approval. Medicore
owns 68% of the Company. Based upon certain common officers and directors
of the Company and Medicore and other conflicts of interest with respect to
the proposed transactions, Medicore will not vote its 68% equity ownership.
Approval by the majority of the remaining 32% equity owners of the Company,
which includes approximately 9% ownership by affiliates of the Company and
its parent (approximately 42% ownership if all presently outstanding options
are exercised), is required for both the asset sale and the merger, if the
transactions are to be effected. Should the Company's shareholders approve
the transactions, Medicore will own 100% of the dialysis operations, and
the Company's shareholders will become shareholders of MSI.
MSI is a recently established company which has developed a central
website to provide business entities with the necessary tools to perform
direct public offerings of their securities. MSI's website enables the
companies using its facilities, through the mechanics of a "Dutch Auction,"
to maximize the amount of capital they will receive from selling registered
securities directly to the public. The Dutch Action allows investors to bid
for the offered securities at prices and amounts the investors believe are
worth purchasing. Based on the number of shares to be sold, through a
computerized mathematical process, a "clearing price" is determined at
which individuals may purchase the shares. MSI believes this method makes
the entire securities distribution process fairer, lowers the cost of the
offering process to the issuer, allows the price to be set by investor
bidders, and provides greater proceeds to the issuer.
Another company, CEO Letter, LLC, which will become a wholly-owned sub-
sidiary of MSI at the time of the merger, provides chief executive officers
of public companies the forum to discuss their companies to the multitude of
potential internet investors.
The Company owns and operates free standing kidney hemodialysis centers
to provide patients with their choice of a full range of quality in-center,
acute or at-home hemodialysis services.
A special meeting of Company shareholders is planned for February, 2000
to consider the sale of assets and merger transactions.
The Asset Acquisition Agreement and the Agreement and Plan of Merger
will be filed as exhibits to the proxy statement/registration of the Company
and MSI, to be filed in the near future with the SEC, and are not included in
this Current Report.
<PAGE>
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
(20) Other Documents or Statements to Security Holders
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: October 21, 1999
Press Release
DIALYSIS CORPORATION OF AMERICA
Announcement of Definitive Merger Agreement
Lemoyne, PA - October 21, 1999 - Dialysis Corporation of America ("DCA"
or the "Company") (Nasdaq - DCAI) announced today that its board of directors,
together with the board of directors of MainStreet IPO.com, Inc. ("MSI"),
have adopted an Agreement and Plan of Merger. The DCA board has also approved
the sale of its assets to and assumption of liabilities by a wholly-owned
subsidiary of its parent, Medicore, Inc., which is to occur immediately prior
to the merger. For the sale of the assets and the merger to be effected, both
transactions must be approved by the public shareholders of DCA, exclusive of
the vote of Medicore, which parent company owns 68% of the equity of DCA.
The proposed sale of assets and merger transactions are subject to a
variety of contingencies in addition to shareholder approval, including among
others, that MSI qualifies to have its securities listed for trading on
Nasdaq. The Company and MSI are in the process of preparing a joint proxy
statement/registration for filing with the SEC, which will be used to obtain
the necessary shareholder approval, cover the MSI shares to be issued to the
DCA shareholders upon approval of the asset sale and merger, and an indeter-
minate number of shares for resale by affiliates.
The merger will be accomplished by merging MainStreet Acquisition Corp.
("MainStreet"), a wholly-owned subsidiary of MSI, into DCA, with DCA as the
surviving company, changing its name to MainStreet and becoming a wholly-
owned subsidiary of MSI. Each share of the Company's then outstanding common
stock will be converted into one (1) share of common stock of MSI. Based on
this ratio, it is anticipated that MSI will be issuing approximately 1,396,000
shares of its common stock to the Company's shareholders.
MSI is a recently established company which has developed a central
website to provide business entities with the necessary tools to perform
direct public offerings of their securities with or without an underwriter.
MSI's website enables the companies using its facilities, through the
mechanics of a "Dutch Auction," to maximize the amount of capital they will
receive from selling registered securities directly to the public. The Dutch
Action allows investors to bid for the offered securities at prices and
amounts the investors believe are worth purchasing. Based on the number of
shares to be sold, through a computerized mathematical process, a "clearing
price" is determined at which individuals may purchase the shares. MSI
believes this method makes the entire securities distribution process fairer,
lowers the cost of the offering process to the issuer, allows the price to be
set by investor bidders, and provides greater proceeds to the issuer.
Another company, CEO Letter, LLC, which will become a wholly-owned
subsidiary of MSI at the time of the merger, provides chief executive
officers of public companies the forum to discuss their companies to the
multitude of potential internet investors. CEO Letter has an exclusive
arrangement with FreeRide Media, L.L.C., an unaffiliated website with
exclusive membership, to use FreeRide's point reward system as an incentive
for potential investors to read the CEO letters.
DCA owns and operates free standing kidney hemodialysis centers to
provide patients with their choice of a full range of quality in-center,
acute or at-home hemodialysis services.
-more-
<PAGE>
A special meeting of shareholders of DCA is planned for February, 2000
to consider the sale of assets and merger transactions.
This release contains forward-looking statements that are subject to
risks and uncertainties, including certain delays beyond DCA's control with
respect to future business events. The merger is subject to a variety of
contingencies, primarily shareholder approval and MSI qualifying for listing
on Nasdaq.
CONTACT: For additional information, contact Thomas K. Langbein, Chairman of
the Board, 777 Terrace Avenue, Hasbrouck Heights, NJ 07604. Telephone Number
(201) 288-8222.
