PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED JUNE 21, 1996) Registration No. 33-85736
59,259 Shares
VIVRA
INCORPORATED
Common Stock
---------
VIVRA Incorporated, a Delaware corporation (the "Company") has issued
and sold 59,259 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 Napolean Kidney Center, a Louisiana
corporation (the "Acquired Company"). The Company, Vivra Renal Care, Inc.
("VRC"), and the shareholders of the Acquired Company, Ms. Rochelle Pearl and
Richard W. Pearl, have entered into a Stock Exchange Agreement (the "Exchange
Agreement") whereby the Company exchanged with the shareholders of the Acquired
Company the stock of the Acquired Company for the Shares of the Company (the
"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reference herein, shall be deemed to be modified or superseded for purposes of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 Any statement so modified or superseded shall not be
deemed, in its unmodified form, to constitute a part of this Prospectus
Supplement or such Prospectus or Registration Statement.
CERTAIN TERMS OF THE EXCHANGE
The terms and conditions of the Exchange 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.
<PAGE>
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 $1,700,000
(the "Purchase Price"), paid by the delivery of the 59,259 Shares. The Shares
were calculated as that number of shares of the Common Stock equal to (i) the
Purchase Price divided by (ii) $28.6875.
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 January 31, 1997.
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, 1996; (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 VRC, or cause VRC 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 VRC 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 VRC in connection with the Exchange; (xiv) delivery of
securities documents and filings of the Company to Ms. Pearl and Mr. Pearl (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.
-2-
<PAGE>
TABLE OF CONTENTS
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
------------------------------------------------------
------------------------------------------------------
59,259 SHARES
VIVRA INCORPORATED
COMMON STOCK
----------
PROSPECTUS SUPPLEMENT
April 1, 1997
- -------------------------------------------------------------------------------
