UNITED STATES
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) October 1, 1996
OAK TREE MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16206 02-0401674
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 Gannett Drive Suite 215, White Plains, NY 10604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 694-2500
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
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Item 5. Acquisition or Disposition of Assets.
On October 1, 1996, Oak Tree Medical Systems, Inc. (the "Company")
completed the acquisition of three New York City based physical therapy centers
from entities controlled by Mr. Gary Danziger. The centers had revenues of
approximately $2.5 million in the most recent fiscal year. The acquisition also
included a physical therapy contract with a hospital in Westchester County, New
York. The clinic assets and related management contracts were acquired for
$400,000 in cash and the assumption of debt in the amount of $500,000. The debt
has been settled for cash in the amount of $100,000 and the issuance of 54,237
shares of the Company's common stock. The cash portion of the purchase price was
funded with the proceeds of a term loan to the Company from First Union National
Bank.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
To be filed by amendment
(b) Pro Forma Financial Information
To be filed by amendment
(c) Exhibits
4.1 Term Loan Agreement dated as of September 30, 1996, between
First Union National Bank and Oak Tree Medical Management,
Inc.**
4.2 Security Agreement dated as of September 30, 1996, between Oak
Tree Medical Management, Inc. and First Union National Bank**
4.3 Promissory Note dated as of September 30, 1996, between Oak
Tree Medical Management, Inc. and First Union National Bank**
4.4 Unconditional Guaranty dated as of September 30, 1996, between
Oak Tree Medical Management, Inc., Oak Tree Medical Systems,
Inc. and First Union National Bank**
10.1 Agreement of Sale between Orthopedic & Sports Therapy Services
of Queens, L.P., Parkside of Queens, Inc. and Oak Tree Medical
Management, Inc.**
10.2 Agreement of Sale between Parkside Physical Therapy Services,
P.C. and New Media Practice, P.C.**
10.3 Agreement of Sale between Gary Danziger, PTSR, Inc. and Oak
Tree Medical Management, Inc.**
99 Press Release
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** To be filed as an Exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended August 31, 1996.
Page 2 of 4 Pages
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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.
By: /s/ William Kedersha
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Name: William Kedersha
Title: Chief Executive Officer
Date: October 16, 1996
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EXHIBIT 99
FOR IMMEDIATE RELEASE CONTACT
WILLIAM KEDERSHA
OAK TREE MEDICAL SYSTEMS, INC.
CHIEF EXECUTIVE OFFICER
(914) 696-1550
OAK TREE MEDICAL SYSTEMS CONCLUDES PURCHASE OF THREE NEW YORK
CITY BASED PHYSICAL THERAPY CENTERS
White Plains, New York, October 8, 1997--Oak Tree Medical Systems, Inc.
(MOAK:BB) announced completion of its acquisition of three New York City based
physical therapy centers, with revenues of approximately $2.5 million in the
most recent fiscal year. The acquisition also included a physical therapy
management contract with a Westchester County hospital. The clinic assets and
related management contracts were acquired for $900,000 in cash and stock.
Commenting on the transaction, William Kedersha, chief executive
officer of the Company, said: "The acquisition of the New York centers
represents the first stage of a planned expansion of the Company's operations
into the Northeast. The Company continues to explore other opportunities for
expansion in the region."
Oak Tree Medical Systems, Inc. operates physical therapy clinics and
comprehensive outpatient rehabilitation facilities, and manages related medical
practices, in Florida and New York.
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