UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 13, 2000
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Park Pharmacy Corporation
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(Exact Name of Registrant as Specified in Charter)
Colorado 000-15379 84-1029701
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10711 Preston Road, Suite 250, Dallas, Texas 75230
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(214) 692-9921
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N/A
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(Former Name or Former Address, if Changes Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 10, 2000, Park Pharmacy Corporation, a Colorado
corporation ("Park"), acquired the business operations of MJN
Enterprises, Inc. ("MJN"), a privately held, institutional
pharmacy based in Arlington, Texas and conducting business in
North Texas under the name Total Health Care Pharmacy. The
acquisition was effected by merging MJN into a wholly owned
subsidiary of Park formed to effect the Merger. The surviving
corporation will continue to conduct the business formerly
conducted by MJN as a wholly owned subsidiary of Park, and will
continue to operate under the assumed name of Total Health Care
Pharmacy.
In the transaction, Michael J. Nault, R.Ph., the sole shareholder
of MJN, received cash consideration of $1,150,000 and 1,450,000
shares of Park common stock (260,000 shares of which have been
held back by Park to satisfy indemnification obligations of Mr.
Nault). Mr. Nault will serve as the President of the new
subsidiary.
The consideration paid by Park pursuant to the acquisition was
negotiated at arm's length between Park and Mr. Nault on the
basis of Park's assessment of the value of the acquired business
and its associated business and prospects.
To fund the cash portion of the transaction, Park borrowed money
under its existing acquisition facility ("Acquisition Facility")
provided by the Bank of Texas, N.A. The Acquisition Facility,
which matures on August 10, 2001, permits Park to borrow money in
to finance its acquisitions, subject to certain conditions.
Under the Acquisition Facility, borrowings for an acquisition
under the line may revolve for a period of 180 days, at which
point such borrowings are converted to a four (4) year, fully
amortizing term loan.
Park Pharmacy Corporation, a holding company based in Dallas,
Texas, is engaged, through its subsidiaries, in retail,
institutional, infusion, wholesale and Internet pharmacy
services. Through Dougherty's Pharmacy in North Dallas and
Raven's Pharmacy in Oak Cliff, a Dallas suburb, Park offers
traditional independent pharmacy services, including
prescriptions, over-the-counter medications, durable medical
equipment, health and beauty aids, cosmetics, gifts, greeting
cards and other general merchandise. Total Pharmacy Supply, Inc.
is a wholesale distributor of non-drug pharmacy supplies for
independent, chain, hospital and long-term care pharmacies
nationwide. Dougherty's Homecare Infusion and Park Infusion
Services, L.P., both operating under the name Park Infusion Care,
supply enteral, parenteral and other infusion products to home
healthcare and hospice patients throughout North Texas.
Dougherty's Homecare and Total Health Care are institutional
pharmacies fulfilling prescriptions primarily for hospices and
assisted living facilities in North Texas. Rx-Pro.Com, Inc. is
an application service platform providing Internet-based pharmacy
services, patient charting and other services for physicians and
pharmacies.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Audited financial statements of the acquired business will
be filed through an amended Form 8-K to be filed within 60
days of the due date of this report.
(b) Pro Forma Financial Information
Pro Forma financial statements giving effect to the
acquisition will be filed through an amended Form 8-K to be
filed within 60 days of the due date of this report.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger dated November 10, 2000 by
and among Park, MJN Acquisition Corp., MJN and Nault.
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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.
PARK PHARMACY CORPORATION
(Registrant)
Date: November 13, 2000 By: /s/ Thomas R. Baker
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Thomas R. Baker,
Chief Executive Officer & President
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INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger dated November 10, 2000 by and
among Park, MJN Acquisition Corp., MJN and Nault.
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