PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED JUNE 21, 1996) Registration No. 33-85736
145,708 Shares
VIVRA
INCORPORATED
Common Stock
---------
VIVRA Incorporated, a Delaware corporation (the "Company") has issued
and sold 88,449 Shares (the "Roberson Shares") of Common Stock, $.01 par value
per Share, accompanied by Preferred Stock Purchase Rights (the "Common Stock"),
in connection with the acquisition of Clive E. Roberson, M.D., a Florida
corporation (the "Roberson Acquired Company"). The Company, Asthma & Allergy
CareAmerica, Inc. ("AACA") and the shareholder of the Roberson Acquired Company,
Clive Roberson, M.D., have entered into a Stock Exchange Agreement (the
"Roberson Exchange Agreement") whereby the Company and Dr. Roberson have
exchanged the stock of the Roberson Acquired Company for the Roberson Shares
(the "Roberson Exchange").
The Company has also issued and sold 35,787 Shares (the "Bernstein
Shares") of Common Stock in connection with the acquisition of Robert A.
Bernstein, M.D., an Ohio corporation (the "Bernstein Acquired Company"). The
Company, AACA and the shareholder of the Bernstein Acquired Company, Robert A.
Bernstein, M.D., have entered into a Stock Exchange Agreement (the "Bernstein
Exchange Agreement") whereby the Company and Bernstein have exchanged the stock
of the Bernstein Acquired Company for the Bernstein Shares (the "Bernstein
Exchange").
The Company has also issued and sold 21,472 Shares (the "Wolf Shares")
of Common Stock in connection with the acquisition of John W. Wolf, M.D., an
Ohio corporation (the "Wolf Acquired Company"). The Company, AACA and the
shareholder of the Wolf Acquired Company, John W. Wolf, M.D., have entered into
a Stock Exchange Agreement (the "Wolf Exchange Agreement") whereby the Company
and Wolf have exchanged the stock of the Wolf Acquired Company for Wolf Shares
(the "Wolf Exchange").
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 April 1, 1997 was $26 per Share.
---------
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 April 1, 1997.
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
<PAGE>
deemed, in its unmodified form, to constitute a part of this Prospectus
Supplement or such Prospectus or Registration Statement.
CERTAIN TERMS OF THE ROBERSON EXCHANGE
The terms and conditions of the Roberson Exchange are set forth in the
Roberson Exchange Agreement. The following summary of the Roberson 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 Roberson 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 Roberson Acquired Company, the purchase
price was $2,737,500 (the "Purchase Price"), paid by the delivery of the 88,449
Roberson Shares. The Shares were calculated as that number of shares of the
Common Stock equal to (i) the Purchase Price divided by (ii) $30.95.
Under the Roberson Exchange Agreement, no Roberson Shares may be sold
until the date on which the Company reports combined financial statements of the
Roberson Acquired Company and the Company which includes at least 30 days
operating results of the Roberson Acquired Company.
Closing
The Closing of the transactions contemplated by the Roberson Exchange
Agreement was effective as of September 13, 1996.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Roberson Exchange, the Shares issued in connection with the Roberson Exchange
have been listed on the NYSE.
Representations and Warranties
The Roberson Exchange Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of the Roberson Acquired Company;
(ii) delivery of and accuracy and completeness of certain financial statements
of the Roberson Acquired Company; (iii) absence of material changes in the
Roberson Acquired Company since June 30, 1996; (iv) extent of and title to
assets of the Roberson Acquired Company; (v) that execution and delivery of the
Roberson Exchange Agreement will not violate the charter documents of the
Roberson Acquired Company or AACA, or cause AACA or the Roberson Acquired
Company to breach any agreement or judgment, or accelerate any indebtedness;
(vi) the Roberson 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 AACA or the Roberson Acquired
Company; (viii) taxes and tax returns of the Roberson Acquired Company; (ix)
insurance policies, labor arrangements, compensation of personnel, employment
contracts and compliance with and qualification of employee benefit plans of the
Roberson Acquired Company; (x) trade names, trademarks, service marks,
copyrights, patents and any pending registrations or applications of the
Roberson Acquired Company; (xi) absence of undisclosed liabilities of the
Roberson Acquired Company; (xii) material contracts, commitments, instruments
and leases to which the Roberson Acquired Company is a party and no breach
thereof; (xiii) no employment of services of any brokers by the Roberson
Acquired Company or AACA in connection with the Roberson Exchange; (xiv)
delivery of securities documents and filings of the Company to Dr. Roberson;
(xv) no untrue representation or warranty of the Company or the Roberson
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 Roberson Acquired
Company with affiliates thereof; and (xviii) the transaction qualifying as a
pooling of interests transaction.
<PAGE>
CERTAIN TERMS OF THE BERNSTEIN EXCHANGE
The terms and conditions of the Bernstein Exchange are set forth in the
Bernstein Exchange Agreement. The following summary of the Bernstein 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 Bernstein 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 Bernstein Acquired Company, the purchase
price was $1,100,000 (the "Purchase Price"), paid by the delivery of the 35,787
Bernstein Shares. The Bernstein Shares were calculated as that number of shares
of the Common Stock equal to (i) the Purchase Price divided by (ii) $30.74.
Under the Bernstein Exchange Agreement, no Bernstein Shares may be sold
until the date on which the Company reports combined financial statements of the
Bernstein Acquired Company and the Company which includes at least 30 days
operating results of the Bernstein Acquired Company.
Closing
The Closing of the transactions contemplated by the Bernstein Exchange
Agreement was effective as of December 6, 1996.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Bernstein Exchange, the Bernstein Shares issued in connection with the Bernstein
Exchange have been listed on the NYSE.
Representations and Warranties
The Bernstein Exchange Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of the Bernstein Acquired Company;
(ii) delivery of and accuracy and completeness of certain financial statements
of the Bernstein Acquired Company; (iii) absence of material changes in the
Bernstein Acquired Company; (iv) extent of and title to assets of the Bernstein
Acquired Company; (v) that execution and delivery of the Bernstein Exchange
Agreement will not violate the charter documents of the Bernstein Acquired
Company or AACA, or cause AACA or the Bernstein Acquired Company to breach any
agreement or judgment, or accelerate any indebtedness; (vi) the Bernstein
Acquired Company' compliance with laws, including holding all rights, permits,
consents and licenses necessary to conduct its business; (vii) no undisclosed
threatened or pending litigation of AACA or the Bernstein Acquired Company;
(viii) taxes and tax returns of the Bernstein Acquired Company; (ix) insurance
policies, labor arrangements, compensation of personnel, employment contracts
and compliance with and qualification of employee benefit plans of the Bernstein
Acquired Company; (x) trade names, trademarks, service marks, copyrights,
patents and any pending registrations or applications of the Bernstein Acquired
Company; (xi) absence of undisclosed liabilities of the Bernstein Acquired
Company; (xii) material contracts, commitments, instruments and leases to which
the Bernstein Acquired Company is a party and no breach thereof; (xiii) no
employment of services of any brokers by the Bernstein Acquired Company or AACA
in connection with the Bernstein Exchange; (xiv) delivery of securities
documents and filings of the Company to Dr. Bernstein; (xv) no untrue
representation or warranty of the Company or the Bernstein 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 Bernstein Acquired Company with
affiliates thereof; and (xviii) the transaction qualifying as a pooling of
interests transaction.
Closing Agreements
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
1. Employment Agreement among Dr. Bernstein and a subsidiary of AACA.
In addition, the Bernstein Exchange Agreement states that the Company,
AACA and Dr. Bernstein shall execute and deliver an escrow agreement and shall
deliver to the Escrow Holder therein identified a portion of the
<PAGE>
Bernstein Shares, for retention and distribution by the Escrow Holder in
an escrow account in accordance with such escrow agreement.
CERTAIN TERMS OF THE WOLF EXCHANGE
The terms and conditions of the Wolf Exchange are set forth in the Wolf
Exchange Agreement. The following summary of the Wolf 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 Wolf 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 Wolf Acquired Company, the purchase price
was $660,000 (the "Purchase Price"), paid by the delivery of the 21,472 Shares.
The Shares were calculated as that number of shares of the Common Stock equal to
(i) the Purchase Price divided by (ii) $30.74.
Under the Wolf Exchange Agreement, no Wolf Shares may be sold until the
date on which the Company reports combined financial statements of the Wolf
Acquired Company and the Company which includes at least 30 days operating
results of the Wolf Acquired Company.
Closing
The Closing of the transactions contemplated by the Wolf Exchange
Agreement was effective as of December 6, 1996.
Stock Exchange Listing,
Pursuant to a condition to each party's obligation to consummate the
Wolf Exchange, the Wolf Shares issued in connection with the Wolf Exchange have
been listed on the NYSE.
Representations and Warranties
The Wolf Exchange Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of the Wolf Acquired Company; (ii)
delivery of and accuracy and completeness of certain financial statements of the
Wolf Acquired Company; (iii) absence of material changes in the Wolf Acquired
Company; (iv) extent of and title to assets of the Wolf Acquired Company; (v)
that execution and delivery of the Wolf Exchange Agreement will not violate the
charter documents of the Wolf Acquired Company or AACA, or cause AACA or the
Wolf Acquired Company to breach any agreement or judgment, or accelerate any
indebtedness; (vi) the Wolf Acquired Company' compliance with laws, including
holding all rights, permits, consents and licenses necessary to conduct its
business; (vii) no undisclosed threatened or pending litigation of AACA or the
Wolf Acquired Company; (viii) taxes and tax returns of the Wolf Acquired
Company; (ix) insurance policies, labor arrangements, compensation of personnel,
employment contracts and compliance with and qualification of employee benefit
plans of the Wolf 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 Wolf Acquired
Company; (xii) material contracts, commitments, instruments and leases to which
the Wolf Acquired Company is a party and no breach thereof; (xiii) no employment
of services of any brokers by the Wolf Acquired Company or AACA in connection
with the Wolf Exchange; (xiv) delivery of securities documents and filings of
the Company to Dr. Wolf; (xv) no untrue representation or warranty of the
Company or the Wolf 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 Wolf
Acquired Company with affiliates thereof; and (xviii) the transaction qualifying
as a pooling of interests transaction.
<PAGE>
Closing Agreements
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
1. Employment Agreement among Dr. Wolf and a subsidiary of AACA.
In addition, the Wolf Exchange Agreement states that the Company, AACA
and Dr. Wolf shall execute and deliver an escrow agreement and shall deliver to
the Escrow Holder therein identified a portion of the Wolf Shares, for retention
and distribution by the Escrow Holder in an escrow account in accordance with
such escrow agreement.
<PAGE>
PROSPECTUS SUPPLEMENT
CERTAIN TERMS OF THE ACQUISITION............................................ 1
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
------------------------------------------------------
------------------------------------------------------
145,708 SHARES
VIVRA INCORPORATED
COMMON STOCK
----------
PROSPECTUS SUPPLEMENT
April 1, 1997
- -------------------------------------------------------------------------------
