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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
149,777 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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Vivra Incorporated, a Delaware corporation (the "Company") has issued and
sold 149,777 shares (the "Shares") of common stock, $.01 par value per share,
accompanied by Preferred Stock Purchase Rights (the "Common Stock"), in
connection with the merger of Melter, Inc., a Florida corporation, and Melter
Rehabilitation Services, Inc., a Florida corporation (collectively the "Acquired
Companies") into Vivra Specialty Partners, Inc., a Nevada corporation ("VSP").
The Company, VSP, the Acquired Companies and the shareholder of the Acquired
Company, Melvyn Drucker, M.D., have entered into an Agreement and Plan of Merger
(the "Merger Agreement") whereby the Acquired Companies will merge into VSP (the
"Merger") 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 May 10, 1996 was $30.625 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 May 14, 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 May 14, 1996:
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(1) Agreement and Plan of Merger among Vivra Specialty Partners, Inc.;
Vivra Incorporated; Melter, Inc.; Melter Rehabilitation Services, Inc.
and Melvyn Drucker, M.D.
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herein, shall be deemed to be modified or superseded for purposes of this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 MERGER
The terms and conditions of the Merger are set forth in the Merger
Agreement. The following summary of the Merger 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 Merger 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 $4,387,000
(the "Purchase Price"), paid by the delivery of the 149,777 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 the Common Stock on
the NYSE for ten trading days ending on April 2, 1996.
Under the Merger 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.
CLOSING
The Closing of the transactions contemplated by the Merger Agreement was
effective as of May 1, 1996.
STOCK EXCHANGE LISTING
Pursuant to a condition to each party's obligation to consummate the
Merger, the Shares issued in connection with the Merger have been listed on the
NYSE.
REPRESENTATIONS AND WARRANTIES
The Merger 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
December 31, 1995; (iv) extent of and title to assets of the Acquired Companies;
(v) no consents are required for consummation of the Merger; (vi) that execution
and delivery of the Merger Agreement will not violate the charter documents of
the Acquired Companies or the Company, or cause the Company or the Acquired
Companies to breach any agreement or judgment, or accelerate any indebtedness;
(vii) the Acquired Companies' 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
Companies; (ix) the Acquired Companies have all necessary permits and licenses;
(x) the filing of tax returns and the S Corporation status of the Acquired
Companies; (xi) insurance policies, labor arrangements, compensation of
personnel, employment contracts and compliance with and qualification of
employee benefit plans of the Acquired Companies; (xii) trade names, trademarks,
service marks, copyrights, patents and any pending registrations or applications
of the Acquired Companies; (xiii) absence of undisclosed liabilities of the
Acquired Companies; (xiv) material contracts, commitments, instruments and
leases to which the Acquired Companies is a party and no breach thereof; (xv) no
employment of services of any brokers by the Acquired Companies or the Company
in connection with the Merger; (xvi) delivery of securities documents and
filings of the Company to Dr. Drucker; (xvii) no untrue representation or
warranty of the Company or the Acquired Companies; (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 Companies with affiliates thereof; (xx) all
contracts with insurance companies, managed care plans, employees and physicians
were entered into in the ordinary course of business and the Acquired Companies
are not involved in improper or illegal activities with respect to referral
sources; (xxi) the physicians and physical therapist rendering services on
behalf of the Acquired Companies are duly licensed and not subject to
disciplinary action or other complaints; and (xxii) the Merger qualifying as
a pooling of interests transaction.
CERTAIN COVENANTS
Pursuant to the Merger Agreement, Dr. Drucker has agreed that for a period
of three years, he will not, jointly or individually, directly or indirectly (i)
compete with the Acquired Companies; (ii) solicit any of the Company's,
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Vivra Specialty Partners, Inc.'s or their affiliates' employees for or on behalf
of any competing business; and (iii) to the extent that any confidential
information becomes available to Dr. Drucker in the course of the transactions
contemplated by the Merger Agreement, use or divulge such information without
the prior written consent of the Company.
CLOSING AGREEMENTS
Under the Merger Agreement, the parties executed, acknowledged and
delivered at the Closing an Employment Agreement between Vivra Orthopaedics,
Inc. and Dr. Drucker.
In addition, the Merger Agreement states that the Company and Dr. Drucker
shall execute and deliver an escrow agreement and shall deliver to the Escrow
Holder therein 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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149,777 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
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May 14 , 1996
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