<PAGE> 1
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 20, 2000
PMR CORPORATION
-----------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 0-20488 23-2491707
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
</TABLE>
501 Washington Street, 5th Floor
San Diego, California 92103
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (619) 610-4001
<PAGE> 2
ITEM 5. OTHER EVENTS
On December 14, 2000 PMR Corporation issued a press release announcing
the declaration of a special dividend of $1.00 per share, payable on December
29, 2000 to its shareholders of record as of December 21, 2000. The press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the
contents of such Exhibit are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements -- Not applicable.
(b) Pro-Forma Financial Information -- Not applicable.
(c) Exhibits
99.1 Press Release dated December 14, 2000.
99.2 Letter Agreement, dated December 15, 2000, regarding waiver of
certain terms of the Promissory Notes and Stock Pledge Agreement
between Mark Clein and PMR Corporation dated January 19, 2000.
99.3 Letter Agreement, dated December 15, 2000, regarding waiver of
certain terms of the Promissory Notes and Stock Pledge Agreement
between Fred Furman and PMR Corporation dated January 19, 2000.
99.4 Promissory Note between L. Jean Dunn and PMR Corporation in the
amount of $146,250, dated December 14, 2000.
99.5 Stock Pledge Agreement between L. Jean Dunn and PMR Corporation,
dated December 14, 2000.
99.6 Promissory Note between Kurt Kessler and PMR Corporation in the
amount of $233,750, dated December 14, 2000.
99.7 Stock Pledge Agreement between Kurt Kessler and PMR Corporation,
dated December 14, 2000.
2
<PAGE> 3
SIGNATURE
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.
Dated: December 20, 2000
PMR CORPORATION
By: /s/ MARK CLEIN
----------------------------
Mark Clein
Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99.1 Press Release dated December 14, 2000.
99.2 Letter Agreement, dated December 15, 2000, regarding waiver of
certain terms of the Promissory Notes and Stock Pledge Agreement
between Mark Clein and PMR Corporation dated January 19, 2000.
99.3 Letter Agreement, dated December 15, 2000, regarding waiver of
certain terms of the Promissory Notes and Stock Pledge Agreement
between Fred Furman and PMR Corporation dated January 19, 2000.
99.4 Promissory Note between L. Jean Dunn and PMR Corporation in the
amount of $146,250, dated December 14, 2000.
99.5 Stock Pledge Agreement between L. Jean Dunn and PMR Corporation,
dated December 14, 2000.
99.6 Promissory Note between Kurt Kessler and PMR Corporation in the
amount of $233,750, dated December 14, 2000.
99.7 Stock Pledge Agreement between Kurt Kessler and PMR Corporation,
dated December 14, 2000.
</TABLE>
4