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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
154,037 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 154,037 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 Hopedale Dialysis Center, Inc., A
Massachusetts corporation ("Hopedale"), Metro North Dialysis Center, Inc, a
Massachusetts corporation ("Metro North") and Dialysis Services, Inc. a
Massachusetts corporation ("DSI") (collectively, the "Acquired Companies"). The
Company's wholly-owned subsidiary, Vivra Renal Care, Inc., a Nevada corporation
("VRC") has entered into a stock exchange agreement whereby VRC will acquire all
the stock of the Acquired Companies (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 12, 1996 was $26.75 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 13, 1996.
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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 February 27, 1996:
(1) Stock Exchange Agreement among Vivra Renal Care, Inc., Vivra
Incorporated; Martin Gelman, M.D. and Gerald Bousquet, 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herein, shall be deemed to be modified or superseded for purposes of this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.
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 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 Company delivered to the Dr. Gelman and Dr.
Bousquet sellers $3,900,000 (the "St. Purchase Price"), paid by the delivery of
the 154,037 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 twenty
trading days preceding the closing on January 30, 1996.
Under the Exchange Agreement, no shares may be sold until the date on which
the Company reports combined financial statements of the Company and the
Acquired Companies which includes at least 30 days operating results of the
Acquired Companies.
CLOSING
The Closing of the transactions contemplated by the Exchange Agreement was
effective as of January 30, 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 Companies; (ii) delivery of and
accuracy and completeness of certain financial statements and reports of
treatments of the Acquired Companies; (iii) absence of material change in the
Acquired Companies since December 31, 1994; (iv) extent of and title to assets
of the Acquired Companies; (v) that the Acquired Companies conduct no other
business; (vi) that execution and delivery of the Exchange 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
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all rights, permits, consents and licenses necessary to conduct its business, no
undisclosed production, storage or disposal of hazardous materials, filing of
reports, and compliance with the Occupational Safety and Health Act and zoning
laws; (viii) no undisclosed threatened or pending litigation of the Company or
the Acquired Companies; (ix) no improper payments made by the Acquired
Companies; (x) no pending or threatened proceedings in eminent domain affecting
assets or facilities 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 related to the dialysis business 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 Acquired Companies Acquisition; (xvi) delivery of securities documents
and filings of the Company to Sellers; (xvii) no untrue representation or
warranty of the Company or the Acquired Companies; 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.
CERTAIN COVENANTS
Pursuant to the Exchange Agreement, Dr. Gelman has agreed that for a period
of seven years, Dr. Gelman will not, jointly or individually, directly or
indirectly (i) compete with the Company or the Acquired Companies within an
agreed upon radius of the facilities of the Acquired Companies; (ii) solicit
any of the Company s patients or employees for or on behalf of any competing
business; and (iii) to the extent that any confidential information becomes
available to the sellers 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 lease for the premises currently occupied by the Hopedale
facility.
(ii) A Medical Director Agreement.
In addition, the Exchange Agreement states that the Company and sellers
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 . . . . . . . . . . . . . . . . . . . . . . . . 2
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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154,037 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
March 13, 1996
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