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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: June 12, 1996
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ROTECH MEDICAL CORPORATION
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(Exact name of Registrant as specified on its Charter)
Florida 59-2115892
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(State or jursidction of (I.R.S. Employer)
incorporation or organization) Identification No.)
4506 L.B. McLeod Road, Suite F. Orlando, Florida 32811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 841-2115
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Not Applicable
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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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FOR IMMEDIATE RELEASE
ROTECH MEDICAL CORPORATION ANNOUNCES
PRICE OFFERING OF $110 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES
ORLANDO - (BUSINESS WIRE)--MAY 24, 1996--ROTECH MEDICAL CORPORATION
(NASDAQ/NMS-ROTECH), has set the terms for its $110 million of Convertible
Subordinated Debentures due 2003 (the "Debentures").
The Debentures will have a term of seven years and bear interest at the rate of
5.25% per year. The Debentures will be convertible into shares of RoTech Common
Stock, at an initial conversion price of $26.25 per share, which represents a
23.5% premium over the Company's closing and price of the Company's Common stock
on May 23, 1996. An additional $16.5 million of Debentures may be issued solely
to cover over-allotments. The offering is expected to close on or about May 30,
1996.
The Debentures are being offered to qualified institutional buyers and to
certain non-U.S. persons in reliance upon exemptions from the registration
requirements of the U.S. Securities Laws. The Debentures have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
Securities Act of 1933 registration requirements. This release shall not
constitute an offer to sell or the solicitation of an offer to buy the
Debentures. This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act of 1933.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Press release entitled "For Immediate Release - RoTech Medical Corporation
Prices Offering of $110 million of Convertible Subordinated Debentures dated May
24, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
RoTech Medical Corporation,
a Florida Corporation
Dated: June 12, 1996 By: /s/ Rebecca R. Irish
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Rebecca R. Irish, Treasurer
and Chief Financial Officer
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[LOGO OF ROTECH MEDICAL CORPORATION]
4506 L.B. McLeod Road
Orlando, Florida 32811
407-841-2115
FAX 407-841-9318
Contact: Rebecca R. Irish
FOR IMMEDIATE RELEASE
ROTECH MEDICAL CORPORATION ANNOUNCES
PRICE OFFERING OF $110,000,000 OF
CONVERTIBLE SUBORDINATED DEBENTURES
ORLANDO - (BUSINESS WIRE)--MAY 24, 1996--ROTECH MEDICAL CORPORATION
(NASDAQ/NMS-ROTC), has set the terms for its $110,000,000 of Convertible
Subordinated Debentures due 2003 ("Debentures").
The Debentures will have a term of seven years and bear interest at the rate of
5.25% per year. The Debentures will be convertible into shares of the Company's
common stock at an initial conversion price of $26.25 per share, which
represents a 23.5% premium over the closing bid price of the Company's common
stock on May 23, 1996. An additional $!6,500,000 of Debentures may be issued
solely to cover over-allotments. The offering is expected to close on or about
May 30, 1996.
The Debentures are being offered to qualified institutional buyers and to
certain non-U.S. persons in reliance upon exemptions from the registration
requirements of the U.S. Securities laws. The Debentures have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States, except pursuant to an applicable exemption from the
Securities Act of 1933 registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy the
Debentures. This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act of 1933.
