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 6, 2000
MESTEK, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 1-448 25-0661650
(State or jurisdiction (Commission File Number) (IRS Employer
of 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
Note Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 9, 2000, Mestek, Inc. ("Mestek") issued a press release
("Press Release") regarding the spin-off of MCS, Inc. from Mestek on March 6,
2000 and the completion of the merger between MCS and Simione Central Holdings,
Inc. on March 7, 2000. Mestek hereby incorporates by reference herein the
information set forth in its Press Release dated March 9, 2000, a copy of which
is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit
Number Description
- ------ -----------
99 Press Release dated March 9, 2000
<PAGE>
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.
MESTEK, INC.
Date: March 9, 20 By: /s/ Stephen M. Shea
-------------------------------------------
Stephen M. Shea
Senior Vice President - Finance
(Principal Financial and Accounting Officer)
EXHIBIT 99
FOR IMMEDIATE RELEASE Company Contacts:
John E. Reed
President
(413) 568-9571
Mestek, Inc. Completes Spin-Off of MCS, Inc.,
MCS, Inc. Merges with Simione Central Holdings, Inc.
Westfield, MA (March 7, 2000) Mestek, Inc. (NYSE: MCC) announced today
the completion of the spin off of the common stock of its wholly-owned
subsidiary, MCS, Inc., to the shareholders of Mestek as of the record date of
January 18, 2000. MCS also received approval from its shareholders, and
immediately closed on, the merger with Simione Central Holdings, Inc. (NASDAQ:
SCHI) with Simione as the surviving corporation. Upon the closing of the merger
of MCS into Simione, Mestek contributed an additional $2 million to Simione and
two short-term loans were cancelled (resulting in a total $6 million investment
by Mestek) in return for newly issued Series B Preferred Stock of Simione with
voting rights equivalent to 2.24 million shares of Simione common stock, after
giving effect to a 1 for 5 reverse stock split authorized by the Simione
shareholders, and a warrant to purchase an additional 400,000 shares (after the
reverse stock split) of Simione common stock.
In addition, Mestek converted its $850,000 promissory note into 850,000
shares of Series C Preferred Stock, with voting rights equivalent to 170,000
shares (after the reverse stock split) of Simione common stock.
At the MCS shareholder meeting, R. Bruce Dewey, John E. Reed,
Stewart B. Reed, Winston R. Hindle, Jr., David W. Hunter and Edward K. Wissing
were selected as the MCS designees to the new Simione Board of Directors,
consisting of twelve directors, and the Simione Board immediately appointed
these designees to the Simione Board.
John E. Reed, Chairman and CEO of Mestek, stated, "For the last three
or four years Mestek has been searching for a way of maximizing the values
inherent in its proven software solutions for the home medical equipment and
home health agency services. This combination with Simione will not only result
in achieving efficiencies naturally gained through the combination of existing
significant customer bases but will provide the critical mass essential to
accelerated product development. This is particularly important at this time due
to the requirements of the federal government's new regulations relating to
reimbursement which will dramatically affect the home healthcare industry."
Simione Central provides information systems and consulting services to
hundreds of customers nationwide. Simione Central provides freestanding,
hospital-based and multi-office home health care providers (including certified,
private duty, staffing, HME, IV therapy and hospice) with complete information
solutions that address all aspects of home care operations. With offices
nationwide, the company is headquartered in Atlanta.
Mestek, Inc., listed on the New York Stock Exchange (MCC), is a
diversified manufacturer of heating, ventilating and air conditioning equipment,
metal hose and hose products, aluminum extrusions, metal-forming machinery and
vertically integrated software systems and services, headquartered in Westfield,
Massachusetts.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are
forward-looking statements that involve risks and uncertainties and are subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. Mestek's future financial performance could differ significantly from that
set forth herein, and from the expectations of management. Important factors
that could cause the Mestek's financial performance to differ materially from
past results and from those expressed in any forward-looking statements include,
without limitation, risks associated with integration following the MCS merger,
variability in quarterly operating results, customer concentration, product
acceptance, long sales cycle, long and varying delivery cycles, Mestek's
dependence on business partners, emerging technological standards, risks
associated with acquisitions, and Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.
