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): January 30, 1998
Commission File Number 0-8640
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6464 Canoga Avenue, Woodland Hills, California 91367-2407
(Address of principal executive offices) (Zip Code)
(818) 737-4000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Syncor International Corporation ("Syncor") recently completed the
acquisition of two separate medical imaging businesses.
(1) National Diagnostic Services, Inc.
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On January 31, 1998, Syncor Acquisition (NDS) Corp., a Delaware
corporation ("NDS Acquisition Corp.") and a wholly-owned subsidiary of
Syncor, acquired the medical imaging business (the "NDS Business") of
National Diagnostic Services, Inc. ("NDS") and its affiliate, James Francis
Mitchell & Co., Inc. ("JFM"). The acquisition was effected pursuant to: (1)
an Asset Purchase Agreement, dated January 21, 1998, among NDS Acquisition
Corp., Syncor, NDS, JFM and James Mitchell (collectively, the "Parties"), by
which NDS Acquisition Corp. acquired the medical imaging assets of NDS, and (2)
an Agreement and Plan of Merger, dated January 21, 1998, among the Parties,
by which JFM merged with and into NDS Acquisition Corp. As a result of the
acquisition, Syncor acquired four medical imaging centers.
Syncor acquired the NDS Business for a purchase price of
$12,000,000, which was or will be paid to NDS, the stockholders of JFM, or
James Mitchell as follows: (1) $2,050,000 in cash will be paid to NDS; (2) a
$950,000 promissory note was made by Syncor payable to James Mitchell in
exchange for his executing a non-competition agreement; (3) Acquisition Corp.
assumed a $4,000,000 promissory note originally payable by JFM; and (4)
Syncor will issue up to 327,869 shares of Syncor common stock (the "Stock
Consideration") with an aggregate fair market value equal to $5,000,000 (based
on the closing price of $15.25 per share of Syncor common stock as traded in
NASDAQ on December 19, 1997, the date on which Syncor's Board of Directors
approved the letter of intent setting forth the terms and conditions for the
acquisition). The Stock Consideration may be reduced depending on the
results of the post-closing financial audit of NDS' and JFM's books and
records.
The purchase price was based on a discounted cash flow analysis of
NDS' and JFM's medical imaging business.
NDS, whose president is James Mitchell, is Syncor's joint venture
partner in Syncor Diagnostics, LLC, which was formed in February 1997 to open
and operate "open" MRI centers. Mr. Mitchell also serves as one of the
managers of Syncor Diagnostics, LLC.
(2) TME, Inc.
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On January 30, 1998, Syncor Acquisition (TME) Corp., a Delaware
corporation ("TME Acquisition Corp.") and a wholly-owned subsidiary of
Syncor, was merged with and into TME, Inc., a Delaware corporation ("TME"),
with TME as the surviving corporation. The merger was effected pursuant to
an Agreement and Plan of Merger, dated January 28, 1998, among TME
Acquisition Corp., Syncor and TME. TME, based in Houston, Texas, owns,
operates and/or manages free-standing medical imaging centers through joint
ventures and partnerships. TME has 21 facilities in its network, with five
additional facilities in development. As consideration for acquiring the
TME business, Syncor will pay $14.5 million in cash to TME's stockholders.
The purchase price was based on a discounted cash flow analysis of
TME's medical imaging business. Syncor will use its revolving acquisition
loan facility with The First National Bank of Chicago and Mellon Bank to pay the
purchase price.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
/Haig S. Bagerdjian/
By: ______________________________
Haig S. Bagerdjian
Senior Vice President, Business Development,
Secretary and General Counsel
Date: 2/16/98
