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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
258,822 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 258,822 shares (the "Shares") of common stock, $.01 par value per share,
accompanied by Preferred Stock Purchase Rights (the "Common Stock"), in
connection with the acquisition of OrthoNet, Inc., a Florida corporation (the
"Acquired Company"). The Company, the Company's wholly-owned subsidiary, Vivra
Orthopedics, Inc., a Delaware corporation ("VOR") and the sole shareholder of
the acquired company, Dr. Zagorski, have entered into a stock exchange agreement
whereby VOR will acquire all the stock of the Acquired Company (the
"Acquisition") in exchange for the Shares of the Company.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") under the symbol "V". The last reported sale price of the Common Stock
on the NYSE on March 13, 1996 was $27 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is March 15, 1996.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Prospectus
Supplement from the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 15, 1996:
(1) Stock Exchange Agreement among Vivra Orthopedics, Inc., Vivra
Incorporated; and Joseph Zagorski, M.D. (the "Exchange Agreement").
Any statement contained herein, or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus Supplement, the Prospectus and the Registration Statement of which it
is a part to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated herein modifies or
replaces such statement. Any statement so modified or superseded shall not be
deemed, in its unmodified form, to constitute a part of this Prospectus
Supplement or such Prospectus or Registration Statement.
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CERTAIN TERMS OF THE ACQUISITION
The terms and conditions of the Acquisition are set forth in the Exchange
Agreement. The following summary of the Exchange Agreement does not purport to
be complete and is qualified in its entirety by reference to the text of such
Agreement.
ACQUISITION CONSIDERATION
Under the terms of the Exchange Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the issued and
outstanding stock of the Acquired Company, the Company delivered to Dr.
Zagorski $7,250,000 (the "Purchase Price"), paid by the delivery of the 258,822
Shares on the Closing Date. The Shares were calculated as that number of shares
of the Common Stock equal to (i) the Purchase Price divided by (ii) the average
closing price of the Common Stock on the NYSE for ten trading days preceding
five trading days prior to the Closing.
Under the Exchange Agreement, no shares may be sold until the date on which
the Company reports combined financial statements of the Acquired Company and
the Company which includes at least 30 days operating results of the Acquired
Company.
CLOSING
The Closing of the transactions contemplated by the Exchange Agreement was
effective as of February 28, 1996.
STOCK EXCHANGE LISTING
Pursuant to a condition to each party's obligation to consummate the
Acquisition, the Shares issued in connection with the Acquisition have been
listed on the NYSE.
REPRESENTATIONS AND WARRANTIES
The Exchange Agreement contains customary representations and warranties
relating to, among other things, (i) organization, qualification, authorization
and similar corporate matters of the Acquired Company; (ii) delivery of and
accuracy and completeness of certain financial statements of the Acquired
Company; (iii) absence of material changes in the Acquired Company since
December 31, 1994; (iv) extent of and title to assets of the Acquired Company;
(v) that the Acquired Company conducts no other business; (vi) that execution
and delivery of the Exchange Agreement will not violate the charter documents of
the Acquired Company or the Company, or cause the Company or the Acquired
Company to breach any agreement or judgment, or accelerate any indebtedness;
(vii) the Acquired Company's compliance with laws, including holding all rights,
permits, consents and licenses necessary to conduct its business; (viii) no
undisclosed threatened or pending litigation of the Company or the Acquired
Company; (ix) no improper payments made by the Acquired Company; (x) no pending
or threatened proceedings in eminent domain affecting assets or facilities of
the Acquired Company; (xi) insurance policies, labor arrangements, compensation
of personnel, employment contracts and compliance with and qualification of
employee benefit plans of the Acquired Company; (xii) trade names, trademarks,
service marks, copyrights, patents and any pending registrations or applications
of the Acquired Company; (xiii) absence of undisclosed liabilities of the
Acquired Company; (xiv) material contracts, commitments, instruments and leases
to which the Acquired Company is a party and no breach thereof; (xv) no
employment of services of any brokers by the Acquired Company or the Company in
connection with the Acquisition; (xvi) delivery of securities documents and
filings of the Company to Dr. Zagorski; (xvii) no untrue representation or
warranty of the Company or the Acquired Company; and (xviii) registration of the
Shares under the Securities Act of 1933, which upon issuance will be validly
issued, fully-paid, non-assessable and free of preemptive rights; (xix) no
transactions by the Acquired Company with affiliates thereof; and (xx) certain
representations regarding physicians employed by the Acquired Company.
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CERTAIN COVENANTS
Pursuant to the Exchange Agreement, Dr. Zagorski has agreed that for a
period of three years, Dr. Zagorski will not, jointly or individually, directly
or indirectly (i) compete with the Company, VOR or the Acquired Company; (ii)
solicit any of the Company s, VOR's or their affiliates patients or employees
for or on behalf of any competing business; and (iii) to the extent that any
confidential information becomes available to Dr. Zagorski in the course of the
transactions contemplated by the Exchange Agreement, use or divulge such
information without the prior written consent of the Company.
CLOSING AGREEMENTS
Under each of the Agreements, Dr. Zagorski and VOR executed, acknowledged
and delivered at the Closing the following:
(i) An employment agreement between Dr. Zagorski and VOR.
In addition, the Exchange Agreement states that the Company, VOR and Dr.
Zagorski shall execute and deliver an escrow agreement and shall deliver to the
Escrow Holder therein identified a portion of the Shares, for retention and
distribution by the Escrow Holder in an escrow account in accordance with such
escrow agreement.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 1
CERTAIN TERMS OF THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . 2
PROSPECTUS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PRICE RANGE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . 8
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS . . . . . . . . . . . . 30
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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258,822 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
March 15, 1996
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