SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report
Pursuant to Section 13 to 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 22, 1999
MESTEK, INC.
(Exact name of registrant as specified in Charter)
Pennsylvania 1-448 25-0661650
(State of jurisdiction of (Commission File Number (IRS Employer
Incorporation) Identification No.)
260 North Elm Street, Westfield, Massachusetts 01085
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (413) 568-9571
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On September 9, 1999, Mestek, Inc. ("Mestek") announced that it had entered into
an amendment to the Plan and Agreement of Merger dated May 26, 1999 (the
"Amendment") between Simione Central Holdings, Inc. ("SCHI"), Mestek, and its
wholly-owned subsidiary, MCS, Inc. ("MCS"), whereby the shares of common stock
of MCS shall be distributed to the Mestek common stock shareholders in a
spin-off transaction, and MCS shall then be merged with and into SCHI.
In connection with the Amendment, Mestek loaned to SCHI the sum of $3,000,000 on
a short-term basis. Upon the closing of the above-mentioned merger, the
$3,000,000 loan will be canceled, and Mestek shall contribute an additional
$3,000,000 to the capital of SCHI in return for newly issued Series B Preferred
Stock of SCHI. The Series B Preferred Stock issued to Mestek will have voting
rights equivalent to 11.2 million shares of SCHI common stock. Mestek will also
receive as part of it capital contribution to SCHI a warrant for the subsequent
purchase of 2 million shares of SCHI common stock. The Amendment also provides
upon consummation of the merger for the appointment to the SCHI Board of
Directors of six individuals designated by Mestek, and the obligation of the
Mestek Major Shareholders (as defined in the Amendment) to vote for the nominees
to the SCHI Board of Directors for eighteen months after the effective date of
the merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
2.1* Amended and Restated Agreement and Plan of Merger and
Investment Agreement dated September 9, 1999 among
MCS, Inc., Mestek, Inc., Simione Central Holdings,
Inc., John E. Reed, Stewart B. Reed and E. Herbert Burk
10.1* Secured Promissory Note dated September 9,
1999, payable to Mestek, Inc., in the
original principal amount of $3,000,000
10.2* Security Agreement dated September 9, 1999, by and between
Simione Central Holdings, Inc. and Mestek, Inc.
10.3* Form of Certificate of Designations for the Series B Preferred
Stock of Simione Central Holdings, Inc.
10.4* Form of Warrant exercisable by Mestek, Inc.
10.5* Form of Merger Option Agreement between Simione Central
Holdings, Inc. and Mestek, Inc.
<PAGE>
* Incorporated by reference to Exhibits 2.1, 10.1, 10.3, 10.4
and 10.5 of Simione Central Holdings, Inc.'s Current Report
on Form 8-K/A, File No. 000-22162.
Mestek, Inc.
Dated: September 22, 1999 By:/S/ STEPHEN M. SHEA
----------------------
Stephen M. Shea
Senior Vice President - Finance
Chief Financial Officer
