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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): July 28, 1995
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DIAGNOSTEK, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10610 85-0312837
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State or Other Jurisdiction Commission (IRS Employer
of Incorporation File Number Identification No.)
4500 Alexander Blvd. NE, Albuquerque, NM 87107
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(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: (505) 345-1000
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_______________________________________
Former name or former address,
if changed since last report
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Item 5. Other Events.
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On July 28, 1995, the merger of VHI Merger-Sub. Corp. ("Sub"), a wholly
owned subsidiary of Value Health, Inc. ("Value Health"), with and into the
Registrant pursuant to the Agreement and Plan of Merger among the Registrant,
Sub and Value Health dated as of March 27, 1995 and amended as of June 4, 1995
was consummated, with the Registrant continuing as the surviving corporation and
becoming a wholly owned subsidiary of the Value Health.
A copy of the press release of Value Health, dated July 28, 1995, has
been filed with this Form 8-K as Exhibit 10.8 and is hereby incorporated by
reference.
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Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits
10.8 Press Release of Value Health dated July 28, 1995.
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SIGNATURE
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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 thereunto duly authorized.
DIAGNOSTEK, INC.
By: /s/ L. S. Wylie
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Name: L. S. Wylie
Title: President
Dated: July 31, 1995
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description of Document Page
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Number
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<S> <C>
10.8 Press Release of Value Health dated
---- July 28, 1995
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[LOGO OF VALUE HEALTH NEWS RELEASE APPEARS HERE]
EXHIBIT 10.8
Contact: Judith Hyfield-Starr
(203) 678-3472
VALUE HEALTH, INC. CLOSES DEAL TO ACQUIRE DIAGNOSTEK, INC.
Will Become Largest Independent Prescription Benefit Manager
AVON, Conn., July 28, 1995 -- Value Health, Inc. (VH:NYSE) closed its
acquisition of Diagnostek, Inc. (DXK:NYSE) today following approval by the
shareholders of both companies.
Each share of Diagnostek will be exchanged for 0.4975 shares of Value
Health's stock and the transaction is accounted for as a pooling of interests.
The price of the acquisition is dependent on Value Health's closing stock price
today; calculated as of yesterday's closing price, the transaction would be
valued at approximately $450 million.
Diagnostek will be integrated into ValueRx, and the combined company will
cover more than 32 million lives, making it the largest prescription benefit
manager (PBM) not owned by a pharmaceutical manufacturer. 1995 revenues for the
combined companies will exceed $1.4 billion. The headquarters will be in
Albuquerque, N.M., Diagnostek's former headquarters. Barry M. Smith, chairman
and CEO of ValueRx, will head the merged company, which will continue to be
named ValueRx.
(MORE)
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2-2-2-Value Health Closes Deal to Acquire Diagnostek
Commenting on the acquisition, Robert E. Patricelli, chairman of Value
Health, said, "Adding Diagnostek to our family of companies gives Value Health a
leading market position in prescription benefit management, and clearly makes us
the leading independent PBM."
Value Health, Inc. is a leading provider of specialty managed care benefit
programs and health care information services. Value Health's specialty managed
care benefit programs include prescription drugs, mental health and substance
abuse, and workers' compensation. Value Health's health care information
services include clinically based precertification and claims review, provider
profiling, claims cost analysis, evaluation and management of health benefit
providers, health policy and management consulting, and disease management
program development. Value Health provides services to more than 78 million
people and its customers include 130 of the nation's 250 largest corporations.
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