SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 13, 1998
UCI Medical Affiliates, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-13265 59-2225346
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(Commission File Number) (I.R.S. Employer Identification No.)
1901 Main Street, Suite 1200, Columbia, SC 29201
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(Address of Principal Executive Offices) (Zip Code)
(803) 252-3661
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission ("SEC") on February 17, 1998 by UCI Medical Affiliates, Inc., a
Delaware corporation ("UCI"); that certain Form 8-K/A filed with the SEC on
April 20, 1998; that certain Form 8-K/A filed with the SEC on May 28, 1998; that
certain Form 8-K/A filed with the SEC on July 24, 1998; that certain Form 8-K/A
filed with the SEC on August 13, 1998; and that certain Form 8-K/A filed with
the SEC on October 13, 1998; and is filed to include Exhibit 2.5 as identified
below.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The revised consolidated financial statements for MainStreet
Healthcare Corporation, the business acquired by a wholly-owned subsidiary
of UCI Medical Affiliates, Inc., were included in the Company's Form 8-K/A
filed with the SEC on August 13, 1998.
(b) Pro Forma Financial Information.
The revised unaudited pro forma financial information prepared to
give effect to the acquisition is included in the Company's Preliminary
Proxy Statement for its 1998 Annual Meeting of Stockholders filed with the
SEC on August 22, 1998, and is incorporated herein by reference.
(c) Exhibits.
Exhibit 2 Acquisition Agreement and Plan of Reorganization dated
February 9, 1998, by and among UCI Medical Affiliates of
Georgia, Inc., a South Carolina corporation; UCI Medical
Affiliates, Inc., a Delaware corporation; MainStreet
Healthcare Corporation, a Delaware corporation; MainStreet
Healthcare Medical Group, P.C., a Georgia professional
corporation; MainStreet Healthcare Medical Group, PC, a
Tennessee professional corporation; Prompt Care Medical
Center, Inc., a Georgia corporation; Michael J. Dare; A.
Wayne Johnson; PENMAN Private Equity and Mezzanine Fund,
L.P., a Delaware limited partnership; and Robert G. Riddett,
Jr. (Previously filed with the initial filing of this Report
on Form 8- K).
Exhibit 2.1 First Amendment To Acquisition Agreement and Plan of
Reorganization dated April 15, 1998, by and among UCI
Medical Affiliates of Georgia, Inc., a South Carolina
corporation; UCI Medical Affiliates, Inc., a Delaware
corporation; MainStreet Healthcare Corporation, a Delaware
corporation; MainStreet Healthcare Medical Group, P.C., a
Georgia professional corporation; MainStreet Healthcare
Medical Group, PC, a Tennessee professional corporation;
Prompt Care Medical Center, Inc., a Georgia corporation;
Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and
Mezzanine Fund, L.P., a Delaware limited partnership; and
Robert G. Riddett, Jr (Previously filed with the filing of
this Report on Form 8-K/A filed on April 20,1998).
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Exhibit 2.2 Second Amendment To Acquisition Agreement and Plan of
Reorganization dated May 7, 1998, by and among UCI Medical
Affiliates of Georgia, Inc., a South Carolina corporation;
UCI Medical Affiliates, Inc., a Delaware corporation;
MainStreet Healthcare Corporation, a Delaware corporation;
MainStreet Healthcare Medical Group, P.C., a Georgia
professional corporation; MainStreet Healthcare Medical
Group, PC, a Tennessee professional corporation; Prompt Care
Medical Center, Inc., a Georgia corporation; Michael J.
Dare; A. Wayne Johnson; PENMAN Private Equity and Mezzanine
Fund, L.P., a Delaware limited partnership; and Robert G.
Riddett, Jr. (Previously filed with the filing of this
Report on Form 8-K/A filed on May 28,1998)
Exhibit 2.3 Conditional Delivery Agreement dated effective as of May 1,
1998, by and among UCI Medical Affiliates, Inc.; UCI Medical
Affiliates of Georgia, Inc.; and MainStreet Healthcare
Corporation. (Previously filed with the filing of this
Report on Form 8-K/A filed on July 24,1998)
Exhibit 2.4 Amendment to Conditional Delivery Agreement dated as of July
21, 1998, by and among UCI Medical Affiliates, Inc.; UCI
Medical Affiliates of Georgia, Inc.; and MainStreet
Healthcare Corporation. (Previously filed with the filing of
this Report on Form 8-K/A filed on July 24,1998)
Exhibit 2.5 Second Amendment to Conditional Delivery Agreement dated as
of December 7, 1998, by and among UCI Medical Affiliates,
Inc.; UCI Medical Affiliates of Georgia, Inc.; and
MainStreet Healthcare Corporation.
Exhibit 99 News release of UCI Medical Affiliates, Inc. dated February
13, 1998. (Previously filed with the initial filing of this
Report on Form 8-K).
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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.
UCI MEDICAL AFFILIATES, INC.
Date: December 7, 1998 By: /s/ JERRY F. WELLS, JR., CPA
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Jerry F. Wells, Jr., C.P.A.
Executive Vice President of Finance and
Chief Financial Officer
Exhibit 2.5
Second Amendment to Conditional Delivery Agreement
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SECOND AMENDMENT
TO
CONDITIONAL DELIVERY AGREEMENT
This Second Amendment to Conditional Delivery Agreement ("Second
Amendment") is made as of this 7th day of December, 1998, by, between and among
UCI Medical Affiliates, Inc., a Delaware corporation ("UCI"); UCI Medical
Affiliates of Georgia, Inc., a South Carolina corporation ("UCI of GA"); and
MainStreet Healthcare Corporation, a Delaware corporation ("MainStreet").
Introduction.
At the closing effective as of May 1, 1998 of the transfer of
substantially all of the assets of MainStreet to UCI of GA as contemplated by
that certain Acquisition Agreement and Plan of Reorganization dated February 9,
1998, by and between among others UCI, UCI of GA, and MainStreet, as amended
(the "Acquisition Agreement"), UCI delivered to MainStreet that certain
Conditional Delivery Agreement dated effective as of May 1, 1998, by and among
UCI, UCI of GA and MainStreet (the "Conditional Delivery Agreement") which
provides for the issuance of 2,901,396 shares of the $0.05 par value voting
common stock of UCI to MainStreet, pursuant to the terms and conditions set
forth in the Acquisition Agreement and therein. The Conditional Delivery
Agreement was amended by that certain Amendment to Conditional Delivery
Agreement dated July 21, 1998. UCI, UCI of GA and MainStreet desire to enter
into this Second Amendment to reflect certain further amendments to the
Conditional Delivery Agreement as reflected herein.
Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 4 of the Conditional Delivery Agreement, as amended, is hereby
deleted and the following substituted in lieu thereof:
4. Failure of Conditions. In the event that as of February 28, 1999
for any reason any of the conditions set forth in Section 2 (the
"Conditions") are not met, MainStreet shall have the option, exercisable
by written notice to UCI on or before March 5, 1999, to either (i) require
UCI to continue to use its reasonable best efforts to complete the
Conditions no later than March 31, 1999, or (ii) unwind the transactions
as herein provided (an "Unwind Event"). In the case of an Unwind Event or
if the Conditions have not been met by March 31, 1999, the parties to the
Acquisition Agreement shall immediately take all actions in their best
efforts to restore the parties to the respective positions they held prior
to the closing of the transactions contemplated in the Acquisition
Agreement. In this connection, without limiting the generality of the
foregoing, each party to the Acquisition Agreement shall (a) undertake all
such actions necessary so that, to the greatest extent reasonably
practicable, all liabilities and assets transferred from any party in the
Acquisition are transferred back to such party, (b) shall
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execute and deliver any and all deeds, bills of sale, assignments,
assumptions, and other instruments of conveyance or assumption as shall be
reasonably required to return such liabilities and assets, and (c) perform
such other acts as set forth in the Acquisition Agreement concerning the
unwinding of the transactions contemplated in the Acquisition Agreement.
The Transferees will use commercially reasonable efforts to hold separate
and segregate the Assets until the conditions set forth in Section 2 above
are satisfied. In the event for any reason a party (the Maker") is unable
to return to any other party (the "Holder") any assets (including any
cash) or liabilities received by or from the Holder pursuant to the
Acquisition Agreement, the Maker shall immediately execute and delivery to
the Holder a promissory note (the "Note") in favor of the Holder in an
original principal amount equal to, with respect to any party, the excess,
if any, of the amount of the fair market value of any and all assets which
are not returned by such party as set forth above over the fair market
value of any and all liabilities which are not returned by such party in
each case taking into account the terms of the Acquisition Agreement. Such
Note shall bear interest at the then "Prime Rate" as listed in the Money
Rates Section of the Wall Street Journal, and all interest and principal
thereunder shall be due and payable one month after the date of execution
of such Note.
2. Except as otherwise modified hereby, the terms and provisions of the
Conditional Delivery Agreement, as amended, shall remain in full force and
effect. This Second Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one Second Amendment, and any party
hereto may execute this Second Amendment by signing any such counterpart. The
authorized attachment of counterpart signature pages shall constitute execution
by the parties. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of South Carolina.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Conditional Delivery Agreement under seal with the corporate parties acting by
and through their duly authorized officers, effective as of the date first above
written.
UCI MEDICAL AFFILIATES, INC. MAINSTREET HEALTHCARE
CORPORATION
By: /s/ Jerry F. Wells, Jr. By: /s/ Robert G. Riddett, Jr.
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Jerry F. Wells, Jr. Robert G. Riddett, Jr.
Its: Executive Vice President of Finance Its: President
and Chief Financial Officer
UCI MEDICAL AFFILIATES OF
GEORGIA, INC.
By: /s/ Jerry F. Wells, Jr.
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Jerry F. Wells, Jr.
Its: Executive Vice President of Finance
and Chief Financial Officer
