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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):
December 5, 1997
GHS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15586 52-1373960
(State or other (Commission (I.R.S.Employer
jurisdiction) File Number) Identification No.)
1350 Piccard Drive, Suite 360, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 417-9808
N/A
(Former name and former address, if changed since last report)
Page 1 of 4
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Item 5. Other Events
On December 10, 1997, GHS, Inc. ("GHS") announced that
on December 5, 1997 the assets of Florida Specialty Networks, Ltd.,
a company in which GHS possesses a 20% interest, and several of its
affiliates were sold to Allied Specialty Care Services, Inc., a
subsidiary of Magellan Health Services, Inc. (NYSE-MGL). As a
result of the closing of such transaction, GHS received
approximately $2.4 million net of expenses. In addition, GHS will
retain an interest in an escrow fund established at closing and in
additional contingent consideration, which may be earned in the
future upon the achievement of certain performance milestones.
Subject to the occurrence of certain future events, GHS could
receive up to approximately $1.1 million from such escrow fund and
up to $5 million in such contingent consideration.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Ex. No. Description
99(a) Press Release issued December 10, 1997.
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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.
GHS, INC.
By: /s/ Alan Gold
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Name: Alan Gold
Title: President
Dated: December 12, 1997
109273<PAGE>
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<Ex. 99>
FOR IMMEDIATE RELEASE
Contact:
Alan Gold
Chairman
GHS, Inc.
(301) 417-9808
E-mail: [email protected]
GHS Sells Interest in FSN, Ltd.
Rockville, Maryland, December 10, 1997---GHS, Inc. (OTC Bulletin
Board-GHS) announced today that on Friday, December 5, 1997, the
assets of Florida Specialty Networks, Ltd., a company in which GHS
possesses a 20% interest, and several of its affiliates were sold
to Allied Specialty Care Services, Inc., a subsidiary of Magellan
Health Services, Inc. (NYSE-MGL). As a result of the closing of
such transaction, GHS received approximately $2.4 million net of
expenses. In addition, GHS will retain an interest in an escrow
fund established at closing and in additional contingent
consideration, which may be earned in the future upon the
achievement of certain performance milestones. Subject to the
occurrence of certain future events, GHS could receive up to
approximately $1.1 million from such escrow fund and up to $5
million in such contingent consideration.
The FSN asset sale and the recent sale by GHS of the systems
business of Global Health Systems have resulted in the receipt by
GHS of a total of approximately $4.5 million net of expenses. GHS
plans to use the proceeds to pursue the strategic opportunities
that exist for the Company. GHS' remaining subsidiary, US
Neurosurgical, continues to develop, own, and operate Gamma Knife
Centers.
Except for the historical matters discussed above, the statements
in this press release are forward-looking and are made pursuant to
the "safe harbor" provisions of the Private Litigation Reform Act
of 1995. Such statements by their nature entail various risks,
reflecting the dynamic, complex and rapidly changing nature of the
health care industry. Results actually achieved may differ
materially from those currently anticipated. The various risks
include but are not necessarily limited to: (i) GHS' inability to
control the on-going operations of FSN, (ii) the continued ability
of GHS to grow internally or by acquisition, (iii) the success
experiences in integrating acquired businesses into the GHS group
of companies, (iv) government regulatory and political pressures
which could reduce the rate of growth of health care expenditure,
(v) competitive actions by other companies, and (vi) other risks,
as noted in GHS' registration statements and periodic reports filed
with the Commission.
