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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
25,138 Shares
VIVRA
INCORPORATED
Common Stock
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 25,138 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 Aiken Renal Physicians, P.A., a South
Carolina professional corporation, (the "Acquired Company"). The Company,
Specialty Care America, Inc. d/b/a Nephrology Services Group, and Francis
DiBona, M.D., 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herein, shall be deemed to be modified or superseded for purposes of this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 Any statement so modified or superseded shall not be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 Company, the purchase price was $855,000 (the
"Purchase Price"), paid by the delivery of the 25,138 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
five (5) days before 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.
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Closing
The Closing of the transactions contemplated by the Exchange Agreement was
effective as of July 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 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 execution and delivery of the Exchange Agreement will not violate the
charter documents of the Acquired Company or SCA, or cause SCA or the Acquired
Company to breach any agreement or judgment, or accelerate any indebtedness;
(vi) the Acquired Company's compliance with laws, including holding all rights,
permits, consents and licenses necessary to conduct its business; (vii) no
undisclosed threatened or pending litigation of SCA or the Acquired Company;
(viii) taxes and tax returns of the Acquired Company; (ix) insurance policies,
labor arrangements, compensation of personnel, employment contracts and
compliance with and qualification of employee benefit plans of the Acquired
Company; (x) trade names, trademarks, service marks, copyrights, patents and any
pending registrations or applications of the Acquired Company; (xi) absence of
undisclosed liabilities of the Acquired Company; (xii) material contracts,
commitments, instruments and leases to which the Acquired Company is a party and
no breach thereof; (xiii) no employment of services of any brokers by the
Acquired Company or SCA in connection with the Exchange; (xiv) delivery of
securities documents and filings of the Company to Dr. Francis DiBona; (xv) no
untrue representation or warranty of the Company or the Acquired Company; (xvi)
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; (xvii) no transactions by the Acquired Company with affiliates thereof;
and (xviii) the transaction qualifying as a pooling of interests transaction.
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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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25,138 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
August 22, 1996
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