SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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F O R M 10 - K/A-1
(Mark One)
AMENDMENT NO.1 TO ANNUAL REPORT PURSUANT TO
/X/ SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
/_/ OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to .
Commission file number 0-16271
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DVI, INC.
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(Exact name of registrant as specified in charter)
Delaware 22-2722773
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
500 Hyde Park
Doylestowm, Pennsylvania 18901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 345-6600
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Securities registered pursuant to Section 12(b) of
the Act: Name of Each Exchange
on which Registered
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Common Stock
par value $.005 per share New York Stock Exchange, Inc.
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Title of Class
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Securities registered pursuant to Section 12(g) of the Act:
Units consisting of one share of Warrants to Purchase
Common Stock par value $.005 per Common Shares
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Share (a "Common Share") and one (Title of Class)
Warrant to purchase an additional
Common Share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes X No
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The aggregate market value of the Common Stock held by
nonaffiliates of the Registrant was approximately $116,452,444 based
upon the last reported sale price of the Common Stock on the New York
Stock Exchange on December 22, 1995.
As of December 22, 1995, the Registrant had 9,665,199
shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the
Registrant's definitive Proxy Statement to be filed with the
Commission within 120 days after the close of the Registrant's fiscal year.
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This Amendment on Form 10-K/A-1 is being filed for the purposes
of amending Part IV, Item 14(a)(3) of the Registrant's Annual Report on Form
10-K for the year ended June 30, 1995 (the "Form 10-K") to include therein as
Exhibit 23, the Consent of Deloitte & Touche LLP. Since this Amendment is
being filed in December 1995, this Amendment should be read in conjunction
with the information subsequent to the Form 10-K contained in the Registrant's
Quarterly Report on Form 10-Q filed for the period ended September 30, 1995.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) List of Documents filed as part of this Report:
(1) Financial Statements:
See Index to Consolidated Financial Statements included as part
of this Form 10-K at Page 25.
(2) Financial Statement Schedules:
Schedule Page
Number Description Number
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II. Amounts Receivable From
Related Parties and Underwriters,
Promoters and Employees Other Than
Related Parties . . . . . . . . . . . . 48
IV. Indebtedness of and to Related Parties -
Not Current . . . . . . . . . . . . . 46
VIII. Valuation and Qualifying Accounts. . . . 51
IX. Short-Term Borrowings. . . . . . . . . . 52
X. Supplementary Income Statement
Information . . . . . . . . . . . . . 53
All other schedules are omitted because of the absence of
conditions under which they are required or because all material
information required to be reported is included in the consolidated
financial statements and notes thereto.
(3) Exhibits:
See Index to Exhibits as part of Item 8 of this Form 10-K on
Pages 56-58.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the fourth quarter of the
fiscal year ended June 30, 1994.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
DVI, INC.
(Registrant)
Date: December 26, 1995 By:/s/MICHAEL A. O'HANLON
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Michael A. O'Hanlon, President
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DVI, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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3(a) Certificate of Incorporation, as amended, of Registrant(D)
3(b) By-laws of Registrant(B)
4(a) Article X of the By-laws of Registrant(B)
4(b) Form of Unit Purchase Option(E)
4(c) Form of Warrant Agreement among Stratton Oakmont, Inc., as
Underwriter, American Stock Transfer & Trust Company,
as Warrant Agent and the Registrant(E)
10(a) Employment Agreement dated as of July 1, 1986, among the
registrant, DVI Medical Corporation and David L. Higgins(C)
10(b) Form of Executive Compensation Agreement(C)
10(c) DVI Financial Services Inc. Employee Savings Plan(B)
10(d) Revolving Loan Agreement dated October 18, 1988, between National
Westminster Bank
USA and DVI Financial Services Inc.(B)
10(e) Lease Financing Credit Agreement dated September 30, 1988, between
California Federal Savings and Loan Association and DVI Financial
Services Inc.(B)
10(f) Loan Agreement dated March 31, 1989, between the Hazleton National
Bank and DVI Financial Services Inc.(B)
10(g) Revolving Loan Agreement dated May 1, 1989, between PRIVATbanken
A/S and DVI Financial Services Inc.(B)
10(h) Master Purchase, Remarketing, and Deficiency Agreement between DVI
Financial Services Inc. and Toshiba America Medical Systems, Inc.
and Toshiba America MCI, Inc.(D)
10(i) Amendment Number One to $5,000,000 Revolving Loan Agreement dated
October 18, 1988, between DVI Financial Services Inc. and National
Westminster Bank USA(D)
10(j) Amendment and Supplement Number Two to Revolving Loan Agreement
dated as of December 31, 1989, between DVI Financial Services
Inc., registrant and National Westminster Bank USA(D)
10(k) Second Amendment to Lease Financing Credit Agreement dated as of
February 2, 1990, between California Federal Bank and DVI Financial
Services Inc.(D)
10(l) Revolving Loan Agreement dated July 27, 1989, between Lincoln
Savings Bank, FSB and DVI Financial Services Inc.(A)
10(m) Revolving Credit Agreement dated as of March 21, 1990, between
First Union National Bank of North Carolina and DVI Financial
Services Inc.(A)
10(n) Amendment to Revolving Loan Agreement dated May 14, 1990, between
PRIVATbanken A/S and DVI Financial Services Inc.(A)
10(o) Amended 1986 Incentive Stock Option Plan(A)
10(p) Amendment to Revolving Loan Agreement dated July 26, 1990, between
Unibank A/S (formerly PRIVATbanken A/S) and DVI Financial Services
Inc.(E)
10(q) Fifth Amendment to Lease Financing Credit Agreement, dated
October 31, 1990, between DVI Financial Services Inc. and
California Federal Bank(E)
10(r) Loan Agreement by and among DVI Financial Services Inc., the Banks
Signatory Thereto and National Westminster Bank USA, as Agent and
as a Bank, dated June 14, 1991(F)
10(s) Amendment No. 1 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as
of September 25, 1991, but effective June 14, 1991(F)
10(t) Stock Purchase Agreement by and among New Shared Medical
Technologies, Inc., Shared Medical Technologies, Inc. and DVI
Financial Services Inc.(F)
10(u) Amended and Restated Stock Purchase Agreement dated as of
November 27, 1991, by and among SMT Health Services Inc.,
Shared Medical Technologies, Inc. and DVI Financial Services Inc.+
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Exhibit
Number Description of Exhibit
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10(v) Amendment No. 2 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank,
dated as of December 5, 1991 but effective June 14, 1991+
10(w) Amendment No. 3 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
February 28, 1992+
10(x) $5,000,000 Revolving Credit Loan Agreement between DVI Financial
Services Inc. and UJB Leasing Corporation+
10(y) Purchase Agreement dated as of October 22, 1991, by and among DMR
Associates, L.P., HIS Acquisition, Inc. and DVI Financial Services
Inc.+
10(z) Direct Stock Option Agreements, dated as of October 16, 1990,
between the Company and each of the Company's directors other than
Mr. Higgins+
10(aa) Amended and Restated Letter Agreement dated December 15, 1991,
between the Company and W.I.G. Securities Limited Partnership
regarding investment banking Services+
10(bb) Warrant dated April 27, 1992, executed by the registrant on
behalf of W.I.G. Securities Limited Partnership+
10(cc) Amendment No. 4 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank U.S.A., as Agent and as a Bank, dated as of
March 31, 1992+
10(dd) Agreement and Plan of Merger, dated January 17, 1992, among
DVI Sub, Inc., registrant and Northwest Georgia Neurovascular
Associates, Inc.+
10(ee) Agreement dated March 12, 1992, by and among DVI Health
Services Corporation, DVI Sub, Inc., Northwest
Georgia Neurovascular Associates, Inc., John S.Kirkland, M.D.,
E. Leon Rhodes, M.D., and D. Michael Rogers, M.D.+
10(ff) Agreement dated March 27, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.+
10(gg) Agreement dated April 3, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.+
10(hh) Agreement dated April 8, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.+
10(ii) Agreement, Consent and Waiver dated as of February 28, 1992, by
and between IPS Healthcare, Inc., MAG-RES Group, Inc., registrant,
and DVI Sub, Inc.+
10(jj) Letter Agreement between IPS Healthcare, Inc. and DVI Financial
Services Inc. dated February 28, 1992+
10(kk) Letter Agreement between IPS Healthcare, Inc., Towers Financial
Corporation and registrant dated April 3, 1992+
10(ll) Security Agreement dated as of April 7, 1992, between DVI
Financial Services Inc. and IPS Healthcare, Inc.+
10(mm) Amendments No. 5 through 8 to Loan Agreement by and among DVI
Financial Services Inc., the Banks Signatory thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
June 12, 1992, June 29, 1992, July 14, 1992, July 24, 1992,
respectively(G)
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Exhibit
Number Description of Exhibit
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10(nn) Common Stock Redemption Agreement by and among DVI Health
Services Corporation, Northwest Georgia Neurovascular Associates,
Inc., John S. Kirkland, M.D., Leeon Rhodes, M.D., D. Michael
Rogers, M.D. dated as of August 19, 1992(G)
10(oo) Underwriting Agreement by and among DVI Health Services
Corporation, The Chicago Corporation and W.I.G. Securities as
the Underwriters dated May 14, 1992(G)
10(pp) Amendments No. 9 and 10 to Loan Agreement by and among DVI
Financial Services Inc., the Banks signatory thereto and National
Westminster Bank USA, as Agent and as Bank, dated as of December
31, 1992 and January 22, 1993, respectively(H)
10(qq) Loan Agreement by and among Hazleton National Bank and DVI
Financial Services Inc., dated July, 1993 (H)
10(rr) Indemnification Agreement by and between DVI Health Services
Corporation and Anthony J. Turek, dated as of August 16, 1992(H)
10(ss) Indemnification Agreement by and between DVI Health Services
Corporation and David L. Higgins, dated as of August 16, 1992(H)
10(tt) Stock Purchase Agreement between DVI Health Services Corporation
and David L. Higgins, dated August 20, 1992(H)
10(uu) Stock Purchase Agreement between DVI Health Services Corporation
and Sidney Luckman, dated August 20, 1992(H)
10(vv) Stock Purchase Agreement between DVI Health Services Corporation
and Hazleton National Bank, as trustee of certain trusts for the
benefit of Cynthia J. Cohn and Shelley Cohn Schmidt, dated
August 20, 1992(H)
10(ww) Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS Health Care, Inc., dated October 30, 1992(H)
10(xx) Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS Health Care, Inc., dated October 30, 1992(H)
10(yy) Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS Health Care, Inc., dated November 12, 1992(H)
10(zz) First Amendment to Revolving Credit Loan Agreement between
DVI Financial Services Inc. and UJB Leasing Corporation, dated
as of July 31, 1992(H)
10(aaa) Stock Purchase Agreement between DVI Health Services Corporation
and MEFC Partners L.P., dated as of January 6, 1993H)
10(bbb) Amendments No. 11, 12, 13, and 14 to Loan Agreement by and among
DVI Financial Services Inc., the Banks signatory thereto and
National Westminster Bank USA, as Agent and as Bank, dated as of
September 28, 1993, March 31, 1994 and April 29, 1994,
respectively.(I)
10(ccc) Interim Loan and Security Agreement between Prudential
Securities Realty Funding Corporation and
DVI Financial Services Inc. dated as of March 16, 1994.(I)
10(ddd) Stock Purchase Agreement by and between DVI Financial Services
Inc., Buyer, and MDCC Partners, L.P., Seller.(I)
21 Subsidiaries of the Registrant(J)
23 Consent of Deloitte and Touche(K)
+ Filed previously as an Exhibit to the Company's Registration
Statement on Form S-2
(Registration No. 33-46664), as amended, and by this reference
is incorporated herein.
(A) Filed previously as an Exhibit to the Company's Form 10-K for the
year ended June 30, 1990 and by this reference is incorporated
herein.
(B) Filed previously as an Exhibit to the Company's Registration
Statement on Form S-18, as amended, and by this reference is
incorporated herein.
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Exhibit
Number Description of Exhibit
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(C) Filed previously as an Exhibit to the Company's Form 10-K for
the year ended June 30, 1989 and by this reference is incorporated
herein.
(D) Filed previously as an Exhibit to the Company's Registration
Statement on Form S-3, as amended, and by this reference is
incorporated herein.
(E) Filed previously as an Exhibit to the Company's Registration
Statement on Form S-2 (Registration No. 33-37964), as
amended, and by this reference is incorporated herein.
(F) Filed previously as an Exhibit to the Company's Form 10-K for
the year ended June 30, 1991 and by this reference is incorporated
herein.
(G) Filed previously as an Exhibit to the Company's Form 10-K for the
year ended June 30, 1992 and by this reference is incorporated
herein.
(H) Filed previously as an Exhibit to the Company's Form 10-K for the
year ended June 30, 1993 and by this reference is incorporated
herein.
(I) Filed previously as an Exhibit to the Company's Form 10-Q for the
quarter ended March 31, 1994 and by this reference is incorporated
herein.
(J) Filed previously as an Exhibit to the Company's Form 10-K for the
year ended June 30, 1995 and by this reference is incorporated
herein.
(K) Filed herewith.
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-37964 on Form S-2 of our report dated September 26, 1995, appearing
in this Annual Report on Form 10-K for DVI, Inc. for the year ended June 30,
1995.
/s/DELOITTE & TOUCHE LLP
Costa Mesa, California
December 26, 1995
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[Cover Letter]
