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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 13, 1998
UNIHOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-09833 58-1443790
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
96 Spring Street, New York, New York 10012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 219-9496
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Item 5. Other Events
On January 13, 1998, the Board of Directors of UniHolding Corporation
("UniHolding") approved a plan to spin off UniHolding's clinical trials business
to UniHolding's shareholders. On January 15, 1998, UniHolding announced the
proposed spin-off in a press release which is attached as an Exhibit to this
Report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
(20) Form of press release issued by UniHolding Corporation on
January 15, 1998.
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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.
UNIHOLDING CORPORATION
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(Registrant)
By: /s/BRUNO ADAM
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Bruno Adam, Chief Financial Officer
Date: January 15, 1998
EXHIBIT (20)
UNIHOLDING CORPORATION
96 Spring Street
New York, New York 10012
Telephone: (212) 219-9496
Fax: (212) 925-2184
FOR IMMEDIATE RELEASE
UNIHOLDING ANNOUNCES PLAN TO SPIN OFF CLINICAL TRIALS
NEW YORK, N.Y., January 15, 1998 - UniHolding Corporation (NASDAQ:
UHLD) today announced that it will spin off its clinical trials business to
UniHolding's shareholders.
UniHolding's management and Board of Directors have concluded that the
transaction is in the best interests of UniHolding and its shareholders. They
believe it will allow UniHolding to focus on its Diagnostic Laboratory business
by creating a separate company focused on clinical trials testing for the
pharmaceutical industry.
The transaction will be in the form of a distribution by UniHolding to
its shareholders of the common stock of Global Unilabs Clinical Trials Limited,
a British Virgin Islands corporation ("GUCT"). GUCT, which is an indirect,
wholly-owned subsidiary of UniHolding, now holds all of UniHolding's Clinical
Trials Division. One share of common stock of GUCT will be distributed to the
shareholders of UniHolding, without any consideration, for each share of common
stock of UniHolding held on the record date, January 16, 1998. These GUCT shares
will be held by shareholders in addition to the shares then held by them in
UniHolding. It is expected that the distribution will be completed by the end of
February 1998.
There is currently no public market for GUCT common stock and
it currently is not possible to predict whether such a market will ever develop.
GUCT will restrict the transfer of shares of GUCT common stock until a
Registration Statement under the Securities Exchange Act of 1934 has been filed
and declared effective.
While details of the transaction and the structure of the new company
are now being completed, it is expected that UniHolding will retain $20 million
of non-voting preferred stock in GUCT and the shareholders of UniHolding will
receive all the outstanding common stock of GUCT.
The Company understands that a holder of UniHolding common stock who
receives shares of GUCT common stock will be treated under the Internal Revenue
Code as receiving a distribution equal to the fair market value of the GUCT
common stock on the distribution date. Based upon
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UniHolding's evaluation of the GUCT common stock, particularly in view of the
$20 million preferred stock retained by UniHolding, the value of the
distribution should be nominal.
UniHolding will deliver to its shareholders an Information Statement
describing the transaction before the GUCT shares are distributed.
In making the announcement, UniHolding Chairman and Chief Executive
Officer Edgard Zwirn said: "Our goal in taking these steps is to dramatically
sharpen UniHolding's focus. Our clinical trials business has potential for the
future. However, given the distinctly different dynamics of clinical trials and
medical laboratories services in general, we believe both of these businesses
can better flourish with two separate and distinct managements and corporate
structures."
Mr. Zwirn pointed out that over the last few years UniHolding has taken
a series of steps to position GUCT and its 70% subsidiary, Unilabs Clinical
Trials International, Inc., with the potential to flourish as an independent
company. He noted that "All operations of clinical trials in both the U.S. and
Europe were brought together under coordinated senior managers. This
international business became a single unit." Mr. Zwirn concluded: "I believe
the clinical trials company will be an organization with future potential, the
'new' UniHolding will be better than ever, and both companies will be more
capable of improving their operation."
After the spin-off of GUCT is completed, UniHolding will continue the
exploration of the merger of UniHolding into its wholly-owned subsidiary,
Unilabs Group Limited. As previously announced, the principle of such merger has
been unanimously approved by the Company's Board of Directors with the intent to
streamline the corporate structure of the entire Unilabs Group.
Following the spinoff of its clinical trials business, UniHolding's
medical laboratories
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business will continue to rank as one of the largest medical laboratory
companies in Europe.
This press release includes "forward-looking statements" that involve
uncertainties and risks. There can be no assurance that actual results will not
differ from the Company's expectations. Factors that could cause such
differences include competitive and general economic conditions, as well as the
risks described in the Company's filings with the Securities and Exchange
Commission.
For More Information, Contact: Jacques Mot
12 Place de Cornavin
CH 1211 Geneva
Telephone: (011) 41 22 909 7777
Facsimile: (011) 41 22 909 7707