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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):
July 30, 1996
CAPSTONE PHARMACY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-20606 11-2310352
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(State or other (Commission File (Employer
jurisdiction of Number) Identification
incorporation) Number)
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2930 Washington Boulevard, Baltimore, Maryland 21230
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(Address of principal executive offices)
(410) 646-7373
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address,
if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Capstone Pharmacy Services, Inc. (the "Registrant") reports the
following acquisition:
On July 30, 1996, Registrant funded and closed (effective July 29,
1996) the $150 million acquisition of the institutional pharmacy services
business of Symphony Pharmacy Services, Inc. ("Symphony"), a subsidiary of
Integrated Health Services, Inc. ("IHS"). The Registrant acquired the assets of
Symphony through arms-length negotiations with IHS. Prior to this transaction,
no material relationship existed between Symphony or IHS and the Registrant or
any of its affiliates, any director or officer of the Registrant, or any
associate of such director or officer.
The consideration for the Symphony acquisition was comprised of $125
million in cash and $25 million in common stock of the Registrant priced based
on the 20 day average closing price ending three days prior to closing. The
Registrant financed the cash portion of the Symphony Acquisition with a $25
million investment by Counsel Corporation, an Ontario, Canada Corporation that
beneficially owns 34.3% of the outstanding common stock of the Registrant, and
with the proceeds from a $100 million bridge loan made by Bankers Trust Company
and Canadian Imperial Bank of Commerce as co-agents and lenders.
The Registrant intends to continue Symphony operations through a
subsidiary created for the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of the business acquired. It is
impracticable at this time to provide the required financial statements of the
acquired business described in Item 2. This information will be provided
within 60 days by an amendment to this report.
(b) Pro forma financial information. It is impracticable at this
time to provide the required pro forma financial information of the acquired
business described in Item 2. This information will be provided within 60 days
by an amendment to this report.
(c) Exhibits. The exhibit filed as a part of this report is
listed in the Index to Exhibits immediately following the signature page.
2
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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 thereunto duly authorized.
CAPSTONE PHARMACY SERVICES, INC.
By: /s/ Donald W. Hughes
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Vice-President,
Chief Financial Officer
and Secretary
Date: August 14, 1996
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Numbered Page
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2. Form of Asset Purchase Agreement among Integrated
Health Services, Inc., Symphony Pharmacy
Services, Inc., various of its subsidiaries
and the Registrant (incorporated by reference
to the Form 8-K dated July 18, 1996 filed by
the Registrant)*
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