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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
34,519 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 34,519 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 Rappahannock Dialysis Center, Inc., a
Virginia corporation (the "Acquired Company"). The Company and the
shareholders of the Acquired Company, James F. Qualls and Richard Robins, have
entered into a stock exchange agreement whereby Vivra 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 27, 1996 was $29.00 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 March 29, 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 29, 1996:
(1) Stock Exchange Agreement among Vivra Incorporated, James F. Qualls
and Richard Robins (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herein, shall be deemed to be modified or superseded for purposes of this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 Any statement so modified or superseded shall not be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 purchase price was $1,000,000
(the "Purchase Price"), paid by the delivery of the 34,519 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 twenty trading days preceding ten 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 March 15, 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, 1995; (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 Mr. Qualls and Mr. Robins; (xvii) no untrue
representation or warranty of the Company or the Acquired Company; (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) treatments of the Acquired Company through March 15, 1996.
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CERTAIN COVENANTS
Pursuant to the Exchange Agreement, Mr. Qualls and Mr. Robins have agreed
that for a period of ten years, they will not, jointly or individually, directly
or indirectly (i) compete with the Company, Vivra Renal Care, Inc. or the
Acquired Company; (ii) solicit any of the Company's, Vivra Renal Care Inc.'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 Mr. Qualls and Mr. Robins 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, the parties executed, acknowledged and
delivered at the Closing the following:
(i) A medical director agreement between Vivra Renal Care, Inc. and
Vicki Kinsel, M.D..
In addition, the Exchange Agreement states that the Company, Mr. Qualls and
Mr. Robins 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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34,519 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
March 29, 1996
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