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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) September 15, 1995
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NMR OF AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9367 22-2468314
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
430 Mountain Avenue, Murray Hill, NJ 07974
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 665-9400
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(Former name or former address, if changed since last report)
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Page 1 of 5
Exhibit Index appears on page 4
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Item 2. Acquisition or Disposition of Assets.
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On September 14, 1995, at the annual meeting of stockholders of NMR of
America, Inc. (the "Registrant"), the stockholders of the Registrant approved
the merger (the "Merger") of NMR Sub, Inc., a Delaware corporation and wholly-
owned subsidiary of the Registrant ("Subsidiary"), with and into Morgan Medical
Holdings, Inc., a Colorado corporation ("Morgan"), pursuant to an Agreement and
Plan of Merger, dated as of April 11, 1995, as amended, by and among the
Registrant, Subsidiary and Morgan. On the same day, the shareholders of Morgan
also approved the Merger. The Merger became effective on September 15, 1995.
As a result of the Merger, Morgan became a wholly-owned subsidiary of the
Registrant and each outstanding share of Morgan common stock, no par value per
share, was converted into .3330886 of a share of the Registrant's Common Stock,
par value $.01 per share.
Reference is made to the information contained under the heading "The
Merger" in the Joint Proxy Statement/Prospectus forming a part of the
Registration Statement on Form S-4 (Registration No. 33-61681) of the
Registrant, which is incorporated herein by reference, for a further description
of the Merger.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements
The consolidated balance sheet of Morgan as of December 31, 1994 and the
consolidated statements of income, cash flows and stockholders' equity for the
two years ending December 31, 1994, are incorporated herein by reference to
Appendix F of the Joint Proxy Statement/Prospectus forming a part of the
Registration Statement on Form S-4 (Registration No. 33-61681) of the
Registrant.
(b) Exhibits
The Exhibit Index on page 4 hereof is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, NMR of
America has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
NMR OF AMERICA, INC.
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(Registrant)
Dated: September 29, 1995 By: /s/ Joseph G. Dasti
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Joseph G. Dasti
President
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EXHIBIT INDEX
NMR of America, Inc.
Current Report on Form 8-K
Dated September 15, 1995
Exhibit No. Description
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2(a) Agreement and Plan of Merger dated April 11,
1995, as amended, by and among the Registrant,
NMR Sub, Inc. and Morgan Medical Holdings, Inc.
(incorporated by reference to Exhibit A of Joint
Proxy Statement/Prospectus forming part of the
Registration Statement on Form S-4 of the
Registrant (Registration No. 33-61681)).
20(a) Joint Proxy Statement/Prospectus forming a part
of the Registration Statement on Form S-4 of the
Registrant (Registration No. 33-61681)
(incorporated by reference).
23(a) Consent of Garcia & Ortiz, P.A.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form 8-K of our
reports, dated March 10, 1995, included in the Joint Proxy Statement/Prospectus
constituting a part of the Registration Statement on Form S-4 of NMR of America,
Inc. (No. 33-61681), relating to the consolidated financial statements and
schedules of Morgan Medical Holdings, Inc. and Subsidiaries as of December 31,
1994, and for the two years in the period then ended.
/s/ Garcia & Ortiz, P.A.
GARCIA & ORTIZ, P.A.
Tampa, Florida
September 29, 1995
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