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As filed with the Securities and Exchange Commission on August 26, 1996.
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 23, 1996
AMSERV HEALTHCARE INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-08547 94-1627467
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
3252 HOLIDAY COURT #204
LA JOLLA, CALIFORNIA 92037
(Address of Principal Executive Offices) (Zip Code)
(619) 597-1000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Exhibit Index on Page 4
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This Current Report on Form 8-K is filed by AMSERV HEALTHCARE INC., a
Delaware corporation ("AMSERV"), in connection with the matters described
herein.
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On August 23, 1996, AMSERV and Star Multi Care Services, Inc., a New
York corporation ("Star"), consummated a merger (the "Merger") whereby Star
acquired control of AMSERV pursuant to an Agreement and Plan of Merger, dated as
of February 9, 1996, as amended on July 18, 1996 (as amended, the "Merger
Agreement"), among Star, AHI Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Star ("Merger Sub"), and AMSERV. Under the Merger
Agreement, Merger Sub was merged with and into AMSERV, whereupon the separate
existence of Merger Sub ceased and AMSERV became a wholly owned subsidiary of
Star. Consummation of the Merger followed approval by the shareholders of AMSERV
and Star, which was obtained at shareholder meetings of the two companies held
on August 23, 1996.
In connection with the Merger, each outstanding share of AMSERV's
common stock, par value $0.01 per share ("AMSERV Common Stock"), has been
converted into the right to receive 0.4090 shares of Star's common stock, par
value $0.001 per share ("Star Common Stock"), representing a ratio of one share
of Star Common Stock for each 2.445 shares of AMSERV Common Stock (the "Exchange
Ratio"). Each option to purchase AMSERV Common Stock (the "AMSERV Options") has
been assumed by Star and constitutes an option to acquire, on substantially the
same terms and conditions as were applicable under such AMSERV Options, shares
of Star Common Stock adjusted in accordance with the Exchange Ratio. Prior to
the Merger, Star did not beneficially own, directly or indirectly, any of
AMSERV's voting securities apart from any beneficial ownership interest it may
have had as a result of entering into the Merger Agreement.
The Merger was structured as a reverse triangular merger intended to
qualify as a tax free reorganization. The Merger will be treated as a "pooling
of interests" for accounting purposes.
Pursuant to the Merger Agreement, members of AMSERV's Board of
Directors have resigned and have been replaced by designees of Star. Star,
however, has agreed to take reasonable efforts to cause Melvin A. Katten,
formerly a director of AMSERV, to be appointed to the board of directors of Star
and to be nominated for election by the shareholders of Star at each of the next
two annual meetings of Star's shareholders following the effective date of the
Merger. AMSERV does not anticipate that any officers or directors of AMSERV,
other than Mr. Katten, will become officers or directors of Star or the
surviving entity.
The foregoing summary of the terms of the Merger Agreement and the
Merger does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 9, 1996, as
amended on July 18, 1996, among Star Multi Care Services,
Inc., a New York corporation, AHI Acquisition Corp., a
Delaware corporation, and AMSERV HEALTHCARE INC., a Delaware
corporation (incorporated by reference to Appendix A to
Definitive Proxy Materials on Schedule 14A filed by AMSERV on
July 23, 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.
Date: August 26, 1996 AMSERV HEALTHCARE INC.
By: /s/ Leslie Hodge
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Leslie Hodge
Vice President - Administration and
Secretary
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EXHIBIT INDEX
Exhibit No. Page
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2.1 Agreement and Plan of Merger, dated as of February 9, 1996, as amended
on July 18, 1996, among Star Multi Care Services, Inc., a New York
corporation, AHI Acquisition Corp., a Delaware corporation, and AMSERV
HEALTHCARE INC., a Delaware corporation (incorporated by reference to
Appendix A to Definitive Proxy Materials on Schedule 14A filed by
AMSERV on July 23, 1996).
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