UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205491
--------------------
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): July 26, 2000 (July 11, 2000)
iEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 00-09322 75-1667097
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
4301 WINDFERN
HOUSTON, TEXAS 77041
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 600-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 11, 2000, iExalt, Inc., a Nevada corporation (the "Company"),
completed the acquisition of all issued and outstanding membership interests of
PremierCare, LLC, a Delaware limited liability company ("Premier"). Premier
provides management services for outpatient geriatric mental health programs to
hospitals nationwide, currently managing programs in six states. Its service
provides turnkey management, including administrators, nurses, counselors, other
therapy personnel, and physicians. The Premier acquisition resulted in the
creation of the Company's Health Services Division.
As consideration for the acquisition, the Company issued a total of
540,000 common shares to the indirect owners of Premier. These indirect owners
are also entitled to receive up to an additional 560,000 of the Company's common
shares, provided certain contingencies are met. Of the total contingent shares,
60,000 shares are issuable on collection of a specific accounts receivable
within six months of the closing, and 250,000 contingent shares are issuable
upon each of the first and second anniversary date of the closing date based on
Premier achieving certain earnings level during those 12 month periods. The
amount of the consideration given in exchange for all of the issued and
outstanding membership interests of Premier was based on arms-length negotiation
among the parties.
The Company also granted "piggyback" registration rights with respect to
an aggregate of 100,000 iExalt common shares issued in the acquisition. If the
Company fails to register such shares for resale within 120 days after the
closing date, the former indirect owners of Premier have the right, for a period
of 60 days after the expiration of the 120-day period, to put the shares to the
Company for a cash price per share equal to the average closing price of a share
of iExalt common stock during such 120-day period, but in no event less than
$1.50 or greater than $2.28 per share.
In connection with the acquisition, Premier entered into three-year
employment agreements with Charles H. Caperton, Clinton Tees and Jay Bridges to
serve as its Chief Operating Officer, Director of Reimbursement and Regional
Director, respectively. Donald W. Sapaugh, a director, President and a
shareholder of the Company, will continue as Chief Executive Officer of Premier
under his existing Premier employment agreement until a replacement agreement is
executed.
Mr. Donald W. Sapaugh, a director, President and 8.2 % shareholder of the
Company, is also the President and Chief Executive Officer of Premier and was a
22.8 % indirect owner of Premier. Mr. Sapaugh abstained from the discussions and
approval of the transaction by the Company's Board of Directors.
A copy of the press release issued by the Company relating to the
acquisition is attached as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
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As of the date of this Form 8-K, it is impracticable for the Company to
file the required financial statements of the acquired business. The Company
intends to file such required information with the Securities and Exchange
Commission as soon as the financial statements become available but in any event
not later than seventy-five days after the consummation of the acquisition.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of this Form 8-K, it is impracticable for the Company to
file the required pro forma financial information relating to the acquired
business. The Company intends to file such information concurrently with the
filing of the financial statements discussed above, but no later than
seventy-five days after the consummation of the acquisition.
(c) EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization,
dated June 28, 2000, among iExalt, Inc.
and its Merger Subsidiaries and
PremierCare, LLC and its Direct and
Indirect Members (exhibits omitted).
2.2 Agreement and Plan of Merger, dated June
28, 2000, among iExalt, Inc., PCII
Combination Corp., and PremierCare
Investors, Inc.
2.3 Agreement and Plan of Merger, dated June
28, 2000, among iExalt, Inc., PBH
Combination Corp., and Premier
Behavioral Healthcare, Inc.
4.1 Registration Rights Agreement, dated
June 28, 2000.
99.1 Press release issued by the Company
relating to the acquisition of
PremierCare Investors, Inc. and Premier
Behavioral Healthcare, Inc.
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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.
DATE: July 26, 2000. iExalt, Inc.
By: /s/ JAMES W. CARROLL
-----------------------------------
James W. Carroll
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
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INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Reorganization,
dated June 28, 2000, among iExalt, Inc.
and its Merger Subsidiaries and
PremierCare, LLC and its Direct and
Indirect Members (exhibits omitted).
2.2 Agreement and Plan of Merger, dated June
28, 2000, among iExalt, Inc., PCII
Combination Corp., and PremierCare
Investors, Inc.
2.3 Agreement and Plan of Merger, dated June
28, 2000, among iExalt, Inc., PBH
Combination Corp., and Premier
Behavioral Healthcare, Inc.
4.1 Registration Rights Agreement, dated
June 28, 2000.
99.1 Press release issued by the Company
relating to the acquisition of
PremierCare Investors, Inc. and Premier
Behavioral Healthcare, Inc.
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