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): August 10, 1999
LabOne, Inc.(formerly Lab Holdings, Inc.)
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(Exact name of registrant as specified in its charter)
Missouri 0-16946 43-1039532
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(State or other jurisdiction (Commission (I. R. S. Employer
of incorporation) File Number) Identification No.)
10101 Renner Blvd., Lenexa, KS 66219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 913-888-1770
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Lab Holdings, Inc.
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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
On August 10, 1999, LabOne, Inc. (f/k/a Lab Holdings, Inc.), a Missouri
corporation (the "Registrant"), completed the acquisition of LabOne, Inc., a
Delaware corporation ("LabOne"), pursuant to the Agreement and Plan of Merger
dated March 7, 1999, as amended, between the Registrant and LabOne (the
"Merger Agreement"). Under the Merger Agreement, LabOne was merged with and
into the Registrant effective as of August 10, 1999 (the "Merger").
Under the terms of the Merger Agreement, each outstanding share of common
stock, $.01 par value per share, of LabOne ("LabOne Common Stock"), other than
shares converted into cash pursuant to a cash election by the holder thereof,
was converted into one share of common stock, $.01 par value per share, of
Registrant ("Registrant Common Stock"). Under the cash election feature, each
holder of LabOne Common Stock had the right to elect to receive $12.75 in cash
for each share of LabOne Common Stock in the Merger, subject to an aggregate
limit on cash elections of $16.6 million. Holders of 804,991 shares of LabOne
Common Stock elected to receive cash in the Merger and holders of 1,800,020
shares of LabOne Common Stock received shares of Registrant Common Stock in
the Merger. As a result, the Registrant paid approximately $10.3 million in
cash and issued 1,800,020 shares of Registrant Common Stock to acquire LabOne
in the Merger. Holders of Registrant Common Stock received a stock dividend
of 0.5 shares of Registrant Common Stock for each share of Registrant Common
Stock held immediately prior to the Merger.
The Registrant used $3.3 million of Registrant's cash and $7.0 million in
loans under a line of credit from Commerce Bank, N.A., Kansas City, Missouri,
to fund the payment of approximately $10.3 million in cash to the holders of
LabOne Common Stock electing to receive cash in the Merger.
The consideration paid to holders of LabOne Common Stock was determined
through arm's length negotiations between the Board of Directors of Registrant
and the Special Committee of the Board of Directors of LabOne.
At the effective time of the Merger, the name of the Registrant was
changed to "LabOne, Inc." At the effective time of the Merger, the officers
of LabOne became the officers of the Registrant, and the Board of Directors of
the Registrant was reconstituted to consist of nine members of the Board of
Directors of LabOne immediately prior to the Merger and three additional non-
management directors nominated by the LabOne Special Committee and approved by
Registrant prior to the Merger.
The Registrant owned 10,712,200 shares, or 80.5% of the outstanding
shares, of LabOne Common Stock immediately prior to the Merger. These shares
were cancelled at the effective time of the Merger. William D. Grant, a
director of LabOne immediately prior to the Merger, beneficially owned
1,086,647 shares, or 16.7% of outstanding shares, of Registrant Common Stock
immediately prior to the Merger. Mr. Grant became a director of the
Registrant at the effective time of the Merger. W. Thomas Grant II, the son
of William D. Grant, beneficially owned 138,089 shares, or 2.1% of outstanding
shares, of Registrant Common Stock immediately prior to the Merger. W. Thomas
Grant II was Chairman of the Board of Directors, Chief Executive Officer and
President of LabOne and a director of LabOne immediately prior to the Merger.
W. Thomas Grant II assumed these same positions with the Registrant at the
effective time of the Merger.
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The Joint Proxy Statement/Prospectus dated July 2, 1999, which is part of
Amendment No. 4 to the Registration Statement on Form S-4 (No. 333-76131)
filed by the Registrant on July 2, 1999, contains information regarding the
Merger, is filed as an exhibit to this Report and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The historical financial statements of LabOne and accountants' report are
set forth on pages F-1 through F-25 of the Joint Proxy Statement/Prospectus
contained in Amendment No. 4 to the Registration Statement on Form S-4 (No.
333-76131) filed by the Registrant on July 2, 1999, and are incorporated
herein by reference. These Financial Statements and the accountants' report
contain substantially the same information as that required by this Item 7(a).
(b) Pro Forma Financial Information
The pro forma financial information set forth on pages 74 through 79 of
the Joint Proxy Statement/Prospectus contained in Amendment No. 4 to the
Registration Statement on Form S-4 (No. 333-76131) filed by the Registrant on
July 2, 1999 are incorporated herein by reference. Such pro forma financial
information is substantially the same as that required by this Item 7(b).
(c) Exhibits
2.1 Agreement and Plan of Merger dated March 7, 1999, as amended
between Lab Holdings, Inc. and LabOne, Inc. (incorporated by
reference to Exhibit 2.3 to Amendment No. 4 to the
Registration Statement on Form S-4 (No. 333-76131) filed by
the Registrant on July 2, 1999).
99.1 Joint Proxy Statement/Prospectus (incorporated by reference
to Amendment No. 4 to the Registration Statement on Form S-4
(No. 333-76131) filed by the Registrant on July 2, 1999).
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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.
LabOne, Inc.
Date: August 23, 1999 By /s/ Kurt E. Gruenbacher
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Kurt E. Gruenbacher, V.P. Finance, CAO
and Treasurer
Date: August 23, 1999 By /s/ Robert D. Thompson
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Robert D. Thompson, Executive Vice
President, COO and CFO
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EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated March 7, 1999, as amended between
Lab Holdings, Inc. and LabOne, Inc. (incorporated by reference to
Exhibit 2.3 to Amendment No. 4 to the Registration Statement on Form
S-4 (No. 333-76131) filed by the Registrant on July 2, 1999).
99.1 Joint Proxy Statement/Prospectus (incorporated by reference to
Amendment No. 4 to the Registration Statement on Form S-4 (No. 333-
76131) filed by the Registrant on July 2, 1999).
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