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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 1, 1999
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Hooper Holmes, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-9972 22-1659359
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(Commission File Number) (IRS Employer Identification No.)
170 Mt. Airy Road, Basking Ridge, NJ 07920
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(Address of Principal Executive Offices) (Zip Code)
(908) 766-5000
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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FORM 8-K
Item 2. Acquisition or Disposition of Assets
As of November 1, 1999, pursuant to an Asset Purchase Agreement dated as of
August 30, 1999, as amended by an Amendment to Asset Purchase Agreement dated as
of November 1, 1999, the Company purchased substantially all of the assets and
assumed certain of the liabilities of Paramedical Services of America, Inc.
("PSAI") from Pediatric Services of America, Inc. ("PSA") and its wholly owned
subsidiary PSAI. The assets purchased comprised PSAI's business of providing
medical testing and examination services for the life and health insurance
industries. The assets generally include: contract rights, goodwill, sales and
client data, leases, inventory, intellectual property and accounts receivable.
The Company intends to continue to use the assets acquired in a manner
consistent with their use prior to their acquisition by the Company.
The purchase price of $81 million, payable in cash, was determined through
arms-length negotiations between the parties and was adjusted at closing based
on: (1) the business condition of PSAI at closing, and (2) the value of PSAI's
current accounts receivable at closing. The Company placed a portion of the
purchase price, $10,187,500, into escrow to be distributed to the Company if:
(a) it does not receive audited financial statements of PSAI for its 1998 and
1999 fiscal years by February 15, 2000, (b) it does not receive, by February 15,
2000, a consent of PSAI's auditors to use PSAI's auditor's opinion on the
audited financial statements in its registration statements, and (c) PSAI's
audited net revenues for the year ended September 30, 1999 are less than $80
million. A portion of the escrow will also be distributed to certain contract
affiliates of PSAI who remain with the Company through May 1, 2000. The Company
financed the acquisition of PSAI's assets through existing cash and a $65
million term loan from a group of lenders of which First Union National Bank is
lead arranger and administrative agent. Prior to the execution of the Asset
Purchase Agreement, the Company had no material relationship with PSA, PSAI or
any of their affiliates.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
The financial statements required by this item are not included
herewith and will be filed within 60 days of the required filing date of this
Form 8-K.
(b) Pro-forma financial information
The financial statements required by this item are not included
herewith and will be filed within 60 days of the required filing date of this
Form 8-K.
(c) Exhibits
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2.1 Asset Purchase Agreement dated as of August 30, 1999 by and among
Pediatric Services of America, Inc., Paramedical Services of America,
Inc. and Hooper Holmes, Inc.
2.2 Amendment to Asset Purchase Agreement dated as of November 1, 1999 by
and among Pediatric Services of America, Inc., Paramedical Services of
America, Inc. and Hooper Holmes, Inc.
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 thereunto duly authorized.
HOOPER HOLMES, INC.
Date: November 12, 1999 By: /s/ Robert William Jewett
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Robert William Jewett
Senior Vice President,
General Counsel & Secretary
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.1 Asset Purchase Agreement dated as of August 30, 1999 by
and among Pediatric Services of America, Inc.,
Paramedical Services of America, Inc. and Hooper
Holmes, Inc., (Incorporated by reference to Exhibit
99.2 of the Company's Current Report on Form 8-K, dated
August 30, 1999, File No. 1-9972)
2.2 Amendment to Asset Purchase Agreement dated as of
November 1, 1999 by and among Pediatric Services of
America, Inc., Paramedical Services of America, Inc.
and Hooper Holmes, Inc.
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Exhibit 2.2
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AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated as of
November 1, 1999 by and among Pediatric Services of America, Inc., a Delaware
corporation ("PSA"), Paramedical Services of American, Inc., a California
corporation ("PSA SUB") and Hooper Holmes, Inc., a New York corporation
("Purchaser"). All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Agreement as hereinafter defined.
W I T N E S S E T H:
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WHEREAS, PSA, PSA SUB and Purchaser are parties to an asset purchase
agreement dated as of August 30, 1999 (the "Agreement"), pursuant to which
Purchaser agreed to purchase from PSA and PSA SUB, certain of the assets and
properties of PSA, PSA SUB and their affiliates which principally relate to the
Business;
WHEREAS, Purchaser, PSA and PSA SUB have determined, as provided in Section
1.2(b) of the Purchase Agreement, that the "Performance Adjustment", as
described in Section 1.2(b), must be made to the Purchase Price;
WHEREAS, Purchaser, PSA and PSA SUB have determined that because the
Estimated Accounts Receivable is $12,000,000, a reduction of $4,000,000 must be
made to the Purchase Price as provided in Section 1.2(d) of the Agreement;
WHEREAS, the parties have agreed to make certain amendments to the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby mutually agree as follows:
1. Section 1.2(a) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(a) In consideration for the Assets, Purchaser shall pay to PSA SUB
Eighty-Five Million Dollars ($85,000,000), subject to the
adjustments set forth in Section 1.2(b), as amended below, Section
1.2(d) of the Agreement (the parties agree that the adjustment in
the purchase price required by Section 1.2(d) shall be a reduction
of Four Million Dollars ($4,000,000)), and Section 1.2(e) of the
Agreement (the "Purchase Price"), plus the Assumed Liabilities.
2. Section 1.2(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:
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(b) Purchaser shall deposit Ten Million One Hundred Eighty-Seven
Thousand Five Hundred Dollars ($10,187,500) of the Purchase Price
into an escrow account (the "Escrow Account") at First Union National
Bank, Richmond, Virginia (the "Escrow Agent"), pursuant to an escrow
agreement in substantially the form attached hereto as Exhibit 1.2(b)
(the "Escrow Agreement"), which shall be distributed pursuant to such
Escrow Agreement by the Escrow Agent as follows:
(i) In the event that PSA delivers to Purchaser the Audited
Financial Statements and related report of Ernst & Young LLP (the
"Auditor") on or before 5:00 p.m. EST on December 17, 1999, then
Purchaser, PSA and PSA SUB shall jointly direct the Escrow Agent as
required to effect the transfer to PSA SUB of Three Million Dollars
($3,000,000). In the event that PSA does not deliver to Purchaser the
Audited Financial Statements and related Auditor's report on or before
5:00 p.m. EST on December 17, 1999, then Purchaser, PSA and PSA SUB
shall jointly direct the Escrow Agent as required to effect the
transfer to Purchaser of Three Million Dollars ($3,000,000). The
parties acknowledge that the PMI 1997 Financial Statements have been
delivered;
(ii) In the event that PSA has delivered to Purchaser the
Audited Financial Statements and related Auditor's report on or before
5:00 p.m. EST on February 15, 2000, then to the extent that the net
revenues of the Business for its 1999 fiscal year as reflected in the
Audited Financial Statements are less than Eighty Million Dollars
($80,000,000), Purchaser, PSA and PSA SUB shall jointly direct the
Escrow Agent to transfer to Purchaser One Dollar ($1) for every One
Dollar ($1) that such revenues are less than Eighty Million Dollars
($80,000,000), provided, however, that the amount to be distributed to
Purchaser pursuant to this clause shall not exceed Five Million
Dollars ($5,000,000); in the event that the net revenues of the
Business for its 1999 fiscal year, as reflected in the Audited
Financial Statements exceed Seventy-Five Million Dollars
($75,000,000), then Purchaser, PSA and PSA SUB shall jointly direct
the Escrow Agent to transfer to PSA SUB One Dollar ($1) for every One
Dollar ($1) that such revenues exceed Seventy-Five Million Dollars
($75,000,000), provided, however, that the amount to be distributed to
PSA SUB pursuant to this clause shall not exceed Five Million Dollars
($5,000,000); in the event that the Audited Financial Statements and
related Auditor's report have not
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been delivered on or before 5:00 p.m. EST on February 15, 2000, then
Purchaser, PSA and PSA SUB shall jointly direct the Escrow Agent to
transfer to Purchaser Five Million Dollars ($5,000,000);
(iii) Purchaser, PSA and PSA SUB shall jointly direct the Escrow
Agent to distribute One Million Five Hundred Thousand Dollars
($1,500,000) to: (A) PSA SUB, if Purchaser requests and receives, no
later than 5:00 p.m. EST on February 15, 2000, a consent of the
Auditor to Purchaser's use of the Audited Financial Statements and
related Auditor's report in any of Purchaser's registration statements
and/or any amendments thereto filed with the Securities and Exchange
Commission (the "Auditor's Consent"); or (B) PSA SUB, if Purchaser
does not request the Auditor's Consent prior to 5:00 p.m. EST on
February 8, 2000; or (C) to Purchaser, if Purchaser requests the
Auditor's Consent on or prior to February 8, 2000 and does not receive
the Auditor's Consent by 5:00 p.m. EST on February 15, 2000;
(iv) No later than June 1, 2000, Purchaser, PSA and PSA SUB
shall jointly direct the Escrow Agent to distribute Six Hundred
Eighty-Seven Thousand Five Hundred Dollars ($687,500) in the manner
described in Exhibit A attached hereto;
(v) Simultaneously with the distribution to Purchaser, PSA or
PSA SUB of any funds from the Escrow Account, Purchaser, PSA and PSA
SUB shall jointly direct the Escrow Agent to distribute to the party
receiving such funds any interest or income earned on such funds. All
interest or income earned on funds in the Escrow Account paid to
Purchaser for repayment to Contract Affiliates in accordance with
Exhibit A hereto shall be distributed to PSA SUB simultaneously with
the distribution of such funds from the Escrow Agent; and
(vi) With respect to the dates and events identified in the
above clauses as conditions to the distribution of any funds from the
Escrow Account, Purchaser, PSA and PSA SUB shall jointly direct the
Escrow Agent, within five Business Days of the date or the completion
of the event identified, to distribute such funds.
3. Section 3.5 of the Agreement is amended by adding thereto the
following final sentence:
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"Provided that PSA SUB's net revenues for its 1999 fiscal year,
as reflected in the Audited Financial Statements, are equal to or
greater than Seventy Million Dollars ($70,000,000), then to the
extent that the Audited Financial Statements prepared in
accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 55 ("SAB 55") differ from the Unaudited
Financial Statements solely as a result of SAB 55, the Audited
Financial Statements shall control and supercede the Unaudited
Financial Statements, but only to the extent that any such
difference resulted from SAB 55, and the representations and
warranties contained in this Agreement and the schedules thereto
shall be modified accordingly."
4. Section 4.6 of the Agreement is hereby amended by replacing the
reference to "Within five (5) Business Days of availability, and in no
event later than five (5) Business Days prior to the Closing," with
"No later than 5:00 p.m. EST on February 15, 2000."
5. Section 4.10(b) of the Agreement is hereby amended by deleting
the section in its entirety.
6. Section 6.7 of the Agreement is hereby amended by deleting the phrase:
"on the Closing Date" in the third line thereof, and replacing it with
the following phrase: "within five (5) Business Days of Purchaser's
receipt of a copy of the Audited Financial Statements and related
Auditor's report from PSA".
7. Article 6 of the Agreement is hereby amended by inserting the
following new section at the end thereof:
6.9 Escrow Agreement. On or before the Closing Date, Purchaser, PSA
and PSA SUB shall enter into an Escrow Agreement substantially in
the form of Exhibit 1.2(b) hereto.
8. Section 7.3(i) of the Agreement is hereby amended by deleting the
section in its entirety.
9. Section 1.6(a) of the Agreement is hereby amended by deleting
"11:59 p.m. on the Closing Date" and replacing it with the
following: "00:01 a.m. on November 1, 1999."
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10. The definition of "Effective Time" in the definition section of the
Agreement is hereby amended by deleting the definition in its entirety
and adding in the following: "Effective Time" means 00:01 a.m. on
November 1, 1999.
11. Except as expressly amended in this Amendment, the Agreement shall
continue in full force and effect in accordance with the provisions
thereof prior to the effectiveness of this Amendment.
12. This Amendment shall become effective as of the date first
written above.
13. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES
THEREOF.
14. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF, Purchaser, PSA, and PSA SUB have caused this Amendment
to be signed by their respective officers thereunto duly authorized all as of
the date first written above.
"Purchaser:"
HOOPER HOLMES, INC.
By: /s/ Fred Lash
Name: Fred Lash
Title: SVP/CFO
"PSA:"
PEDIATRIC SERVICES OF AMERICA, INC.
By: /s/ Joseph D. Sansone
Joseph D. Sansone
Chief Executive Officer
[Signatures continued on next page]
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"PSA SUB:"
PARAMEDICAL SERVICES OF AMERICA, INC.
By: /s/ Joseph D. Sansone
Name: Joseph D. Sansone
Title: President
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Exhibit A
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Purchaser, PSA and PSA SUB have agreed to pay to each of the Contract Affiliates
listed on the following page a bonus of 10% of the amount paid to such Contract
Affiliate by Purchaser during the period from the Closing Date until May 1,
2000, provided that such Contract Affiliate has retained its business
relationship with Purchaser as of June 1, 2000. If the aggregate amount of bonus
payments owed to the Contract Affiliates pursuant to the previous sentence is
$375,000 or less, PSA and PSA SUB shall pay the entire amount of the bonus
payments. If the aggregate amount of such bonus payments is more than $375,000,
(i) PSA and PSA SUB shall pay $375,000 plus one-half of the amount by which the
aggregate amount of the bonus payments exceeds $375,000 and (ii) Purchaser shall
pay one-half of the amount by which the aggregate amount of the bonus payments
exceeds $375,000. PSA and PSA SUB's payment obligations as listed herein shall
be made from the Escrow Account to Purchaser for repayment to Contract
Affiliates. In no event shall PSA or PSA SUB's payment obligations to the
Contract Affiliates exceed $687,500.
