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 20, 2000
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.
On March 20, 2000, the board of the Company extended the exercise period
of its outstanding publicly traded redeemable common stock purchase warrants
("Warrants") from March 31, 2000 to June 30, 2000. The board believes it
appropriate to extend the Warrant expiration period to enable the Company to
review the status of the proxy statement/prospectus, which is part of a
registration statement filed by MainStreet IPO.com Inc. ("MainStreet"), with
which company we propose to merge, and which describes the proposed trans-
actions relating to the sale of our operations to a wholly-owned subsidiary
of our parent, Medicore, Inc., and immediately thereafter the proposed merger
with MainStreet. The 90 day extension will also permit the board to evaluate
the structure of the proposed transactions, and to determine the strategy as
to proceeding and responding to the staff of the Securities and Exchange
Commission, which has issued an extensive comment letter to the registration
statement relating to MainStreet, the Company, and the proposed transactions.
MainStreet is a private Internet company with proposed operations in two
areas. One, a website facility for companies to effect registered direct
public offerings over the Internet through a Dutch Auction. That process
allows potential investors to bid for stock at prices they determine they
are willing to pay for the securities. The second proposed area of
MainStreet's operations is The CEO Letter.com, a website forum for chief
executive officers of public companies to discuss their companies.
MainStreet is in the initial developmental stage and has no operations or
revenues.
There were originally issued in our public offering in 1996 2,300,000
Warrants exercisable at $4.50 per share. The current market price of our
common stock is in the $4.60 range, and to date, our transfer agent has
advised us that approximately 141,000 Warrants have been exercised, leaving
a balance of 2,159,000 Warrants outstanding and trading on the Nasdaq
SmallCap Market under the symbol "DCAIW" and eligible for exercise through
the extended exercise period of June 30, 2000.
Assuming the MainStreet registration statement is declared effective
and the proposals are submitted to shareholders for their approval and the
same are approved, then to the extent any Warrants are exercised, 20% of the
net proceeds up to $1,000,000 would go to Medicore, and the balance would
become assets of MainStreet, which its management could utilize for its
proposed operations. We intend to use any net proceeds we receive upon
exercise of the Warrants primarily to develop free-standing outpatient
dialysis treatment centers. There is no assurance as to the extent of any
exercise of the Warrants, nor is there any assurance that MainStreet's
registration will become effective, or if so, the proposed transactions will
be approved or completed.
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
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(c) Exhibits
(10) Material Contracts
(i) Amendment No.3 to Warrant Agreement
(99) Additional Exhibits
(i) Press Release of the Company dated March 21, 2000
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 21, 2000
March 21, 2000
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust Company
107 Northern Boulevard 2 Broadway
Great Neck, New York 11021 New York, New York 10004
RE: Amendment No. 3 to Warrant Agreement
Gentlemen:
This letter agreement represents Amendment No. 3 to the Warrant
Agreement between Joseph Dillon & Company, Inc. ("Dillon"), Continental
Stock Transfer & Trust Company (the "Warrant Agent"), and Dialysis
Corporation of America (the "Company"), dated April 16, 1996, between and
among the parties, and amended on March 9, 1999 and September 10, 1999
(the "Warrant Agreement"), to further extend the exercise period of the
Warrants. This Amendment No. 3 amends Section 2 of the Warrant Agreement
as amended by extending the exercise period of the Warrants to June 30,
2000. Any and all other provisions of the Warrant Agreement indicating
the expiration of the term being October 16, 1999 or March 31, 2000 are
hereby amended to read June 30, 2000.
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
Dated: March 21, 2000
Acknowledged and agreed to:
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust Company
/s/ Steven Jaloza /s/ Michael Nelson
By:--------------------------- By:-------------------------------
STEVEN JALOZA, CEO MICHAEL NELSON, President
Dated: March 21, 2000 Dated: March 21, 2000
Press Release
DIALYSIS CORPORATION OF AMERICA
ANNOUNCES EXTENSION OF WARRANT EXERCISE PERIOD
Lemoyne, Pennsylvania, March 21, 2000 - Dialysis Corporation of America
(Nasdaq SmallCap Market-DCAI) announces its third extension of the
exercise period of its outstanding publicly traded redeemable common stock
purchase warrants ("Warrants") from March 31, 2000 to June 30, 2000. The
Company believes it appropriate to the marketplace and fair to the Warrant-
holders to allow them the opportunity to relate to the Company's proposed
reorganization, which includes the sale of its assets to a wholly-owned
subsidiary of its parent, Medicore, Inc., which currently holds a 65%
interest in the Company, and immediately thereafter a merger with MainStreet
IPO.com Inc. ("MainStreet"). MainStreet filed a registration statement on
Form S-4 with respect to the proposed transactions in which the Company
included its proxy statement. That document is in preliminary form, and
recently received extensive comments from the staff of the Securities and
Exchange Commission.
We feel it would be fair to the marketplace and to security holders to
continue to evaluate our Company and have the additional time to consider the
overall situation and have the opportunity to determine whether they wish to
exercise their DCA Warrants.
To date, the Company has been advised that approximately 141,000
Warrants have been exercised, leaving a balance of 2,159,000 Warrants that
continue to trade on the Nasdaq SmallCap Market (symbol "DCAIW"), and will
be eligible for exercise if the warrantholders so desire. The exercise price
is $4.50 per share for one share of the Company's common stock. The closing
prices of the common stock and the Warrants on Monday, March 20, 2000 as
reported by Nasdaq were $4.63 and $.41, respectively.
This release contains forward-looking statements that are subject to
risks and uncertainties, including but not limited to the volatility of the
prices of the common stock and Warrants, the possible inability to satisfy
the comments and concerns of the staff of the Commission relating to the
proposed merger and sale of assets transactions and proposed operations of
MainStreet, or if so satisfied, that such transactions may not be submitted
to or approved by the Company's shareholders, future business events, general
economic conditions, regulation of MainStreet's proposed operations,
regulation of dialysis operations, government rate modification for Medicare
reimbursement, the highly competitive environment in the operation and
acquisition of dialysis centers, as well as the proposed Internet operations
for direct public offerings as proposed by MainStreet, the absence of
operations and revenues of MainStreet, and other risks detailed from time to
time in the Company's and MainStreet's filings with the Commission.
CONTACT: For more information, contact Thomas K. Langbein, CEO, Dialysis
Corporation of America, 777 Terrace Avenue, Hasbrouck Heights, New Jersey
07604. Telephone No. (201) 288-8222.
