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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
451,702 Shares
VIVRA
INCORPORATED
Common Stock
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued
451,702 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 Portsmouth Medical Specialists, Inc., a
Virginia corporation and Churchland Renal Center, Inc., a Virginia corporation
(the "Acquired Companies"). The Company, Vivra Renal Care, Inc. ("VRC") and the
shareholders of the Acquired Companies, have entered into a Stock Exchange
Agreement (the "Exchange Agreement").
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 August 22, 1996 was $30.00 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 August 22, 1996.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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herein, shall be deemed to be modified or superseded for purposes of this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 Any statement so modified or superseded shall not be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.
CERTAIN TERMS OF THE MERGER
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 Companies, the purchase price was $12,603,988
(the "Purchase Price"), paid by the delivery of the 451,702 Shares. 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 Vivra common stock
on the New York Stock Exchange for twenty (20) consecutive trading days ending
on the tenth (10th) trading day prior to the Effective Date.
Under the Exchange Agreement, no shares may be sold until the date on which
the Company reports combined financial statements of the Acquired Companies and
the Company which includes at least 30 days operating results of the Acquired
Companies.
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Closing
The Closing of the transactions contemplated by the Exchange Agreement was
effective as of June 1, 1996.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Exchange, the Shares issued in connection with the Exchange 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 Companies; (ii) delivery of and
accuracy and completeness of certain financial statements of the Acquired
Companies; (iii) absence of material changes in the Acquired Companies since May
31, 1996; (iv) extent of and title to assets of the Acquired Companies; (v) that
execution and delivery of the Exchange Agreement will not violate the charter
documents of the Acquired Companies or VRC or cause VRC or the Acquired
Companies to breach any agreement or judgment, or accelerate any indebtedness;
(vi) the Acquired Companies' compliance with laws, including holding all rights,
permits, consents and licenses necessary to conduct its business; (vii) no
undisclosed threatened or pending litigation of VRC or the Acquired Companies;
(viii) taxes and tax returns of the Acquired Companies; (ix) insurance policies,
labor arrangements, compensation of personnel, employment contracts and
compliance with and qualification of employee benefit plans of the Acquired
Companies; (x) trade names, trademarks, service marks, copyrights, patents and
any pending registrations or applications of the Acquired Companies; (xi)
absence of undisclosed liabilities of the Acquired Companies; (xii) material
contracts, commitments, instruments and leases to which the Acquired Companies
is a party and no breach thereof; (xiii) no employment of services of any
brokers by the Acquired Company or VRC in connection with the Exchange; (xiv)
delivery of securities documents and filings of the Company to Dr. Ali A.
Choudhury and Dr. Martin P. Harpen; (xv) no untrue representation or warranty of
the Company or the Acquired Companies; (xvii) no transactions by the Acquired
Companies with affiliates thereof; and (xviii) the transaction qualifying as a
pooling of interests transaction.
Closing Agreements
Under the Agreement, the parties executed, acknowledged and delivered at
the Closing a number of agreements including a Medical Director Contract between
VRC and Portsmouth Nephrology, P.C. and a Real Estate Agreement between VRC and
Dr. Choudhury and Dr. Harpen.
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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
THE COMPANY.................................................................. 4
RISK FACTORS................................................................. 5
PRICE RANGE OF COMMON STOCK.................................................. 10
DIVIDEND POLICY.............................................................. 10
SELECTED SUPPLEMENTAL CONSOLIDATED FINANCIAL DATA............................ 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................................. 12
BUSINESS..................................................................... 16
MANAGEMENT................................................................... 25
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS............................ 32
LEGAL MATTERS................................................................ 32
EXPERTS...................................................................... 32
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451,702 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
August 22, 1996
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