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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):
August 30, 1996
MEDICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20440 13-3584552
(State or other (Commission (I.R.S.Employer
jurisdiction) File Number) Identification No.)
155 State Street, Hackensack, New Jersey 07601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 488-6230
N/A
(Former name and former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On August 30, 1996, at a special meeting of stockholders of
Medical Resources, Inc. , a Delaware corporation (the
"Registrant"), the stockholders of the Registrant approved the
merger (the "Merger") of NMR of America, Inc., a Delaware
corporation ("NMR") with and into MRI Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant
("Subsidiary"), pursuant to an Agreement and Plan of Merger dated
as of May 20, 1996, by and among the Registrant, Subsidiary and
NMR. On the same day, the shareholders of NMR also approved the
Merger. The closing of the Merger and the Merger became
effective on August 30, 1996.
As a result of the Merger, NMR became a wholly-owned
subsidiary of the Registrant and each outstanding share of NMR
Common Stock, par value $.01 per share, was converted into 0.6875
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
which is incorporated herein by reference, forming a part of the
Registration Statement on Form S-4 (Registration No. 333-09155)
of the Registrant for a further description of the Merger.
Item 5. Other Events
Medical Resources, Inc. (the "Company") adopted a
shareholder rights plan (the "Rights Plan") on September 5, 1996.
Pursuant to the Rights Plan, holders of the Company's common
stock received a distribution of one right to purchase one ten
thousandth of a share of Series C Junior Participating Preferred
Stock for each share of common stock owned. The rights will
generally become exercisable ten days after a person or group
acquires 15% of the Company's outstanding voting securities or
ten business days after a person or group commences or announces
an intention to commence a tender or exchange offer that could
result in the acquisition of 15% of any such securities. Ten
days after a person acquires 15% or more of the Company's
outstanding voting securities (unless this time period is
extended by the board of directors) each right would, subject to
certain adjustments and alternatives, entitle the rightholder to
purchase common stock of the Company or the acquiring company
having a market value of twice the $24.00 exercise price of the
right (except that the acquiring person or group and other
related holders would not be able to purchase common stock of the
company on these terms). The rights are nonvoting, expire in
2006 and may be redeemed by the Company at a price of $.001 per
right at any time prior to the tenth day after an individual or
group acquired 15% of the Company's voting stock, unless
extended. Additional details are set forth in the Rights Plan
incorporated by reference herein.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements
The consolidated balance sheets of NMR as of March 31, 1995
and 1996 and the consolidated statements of income, cash flows
and stockholders' equity for the three years ending March 31,
1996, are incorporated herein by reference to the Financial
Statements of the Annual Report on Form 10-KSB of NMR for the
fiscal year ended March 31, 1996.
(c) Exhibits
The Registrant hereby incorporates by reference (except for
Exhibit Number 99(a) attached hereto) the following list of
exhibits:
Ex. No. Description
2(a) Agreement and Plan of Merger dated May 20, 1996, by and
among the Registrant, MRI Sub, Inc. and NMR of
America, Inc. (incorporated by reference to Exhibit A
of the Joint Proxy Statement/Prospectus forming part of
the Registration Statement on Form S-4 of the
Registrant Registration No. 333-09155).
4(a) Rights Agreement (incorporated by reference to Exhibit
1 of the Registration Statement on Form 8-A of the
Registrant, filed with the Securities and Exchange
Commission on September 12, 1996).
21(a) Joint Proxy Statement/Prospectus forming part of the
Registration Statement on Form S-4 of the Registrant
(Registration No. 333-09155).
99(a) Press Release issued September 3, 1996.
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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.
MEDICAL RESOURCES, INC.
By:/s/ Stephen M. Davis
Name: Stephen M. Davis
Title: Secretary
Dated: September 13, 1996
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<ex. 99(a)>
MEDICAL
RESOURCES INC.
Press Release
MEDICAL RESOURCES, INC. ANNOUNCES
CLOSING OF MERGER WITH NMR OF AMERICA, INC.
Hackensack, New Jersey, September 3, 1996 - Medical Resources,
Inc. (NASDAQ:MRII) announced today that on Friday, August 30,
1996, NMR of America, Inc. was merged with and into a wholly-
owned subsidiary of Medical Resources. At that time, each issued
and outstanding share of common stock of NMR was converted into
0.6875 of a share of common stock of Medical Resources. For all
fractional shares, stockholders of NMR will receive a
proportionate cash payment at the rate of $5.67 per whole share
of NMR common stock.
As a result of the merger, Medical Resources has acquired NMR's
interest in 18 outpatient imaging centers located in Florida (4),
New Jersey (3), Illinois (7), Maryland (2) and Pennsylvania (2),
through which it was engaged in installing, managing and
providing diagnostic imaging services to physicians and
hospitals.
Gary N. Siegler, Chairman of the Board of Directors of Medical
Resources, Inc., stated, "We view the closing of the acquisition
of NMR of America as a key event in the growth and expansion of
Medical Resources. We are excited about the prospects of the
combined company and look forward to achieving our goal of
creating the nation's premier diagnostic imaging network."
Medical Resources specializes in the operation and acquisition of
diagnostic imaging centers and management of the associated
physicians' practices. The Company currently provides services
to physicians through 37 imaging centers in Florida (12), New
Jersey (8), Illinois (7), New York (6), Maryland (2) and
Pennsylvania (2) and network management services to managed care
providers in these regions. Through its subsidiary StarMed
Staffing, the Company provides healthcare supplemental staffing
to acute and sub-acute care facilities nationwide.
Contact:William D. Farrell Lee Skoblow
Co-President and President
Chief Operating Officer Liaison Consulting Group
Medical Resources, Inc. (516) 466-7723
(201) 488-6230
158 State Street, Hackensack, NJ 07601 201-488-8230
2701 N. Rocky Point Drive, Suite 650, Tampa, Fl. 33807
800-782-7633 Fax 813-281-8766
81184
