FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 1, 2000
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SURGICAL LASER TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17919 31-1093148
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(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) number) Identification No.)
147 Keystone Drive
Montgomeryville, PA 18936
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(Address of principal executive offices)
(Zip Code)
(215) 619-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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SURGICAL LASER TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PAGE
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ITEM 2. Acquisition or Disposition of Assets 3
ITEM 4. Changes in Registrant's Certifying Accountant 3
ITEM 7. Financial Statements and Exhibits 4
SIGNATURES 5
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ITEM 2. Acquisition or Disposition of Assets
On June 1, 2000, Surgical Innovations and Services, Inc. ("Old SIS"), a
corporation organized under the laws of the State of Alabama, merged (the
"Merger") with and into SLT Subsidiary, Inc., a newly formed wholly-owned
subsidiary of Registrant organized under the law of the State of Delaware
("Newco"), with Newco as the surviving corporation. As part of the Merger, Newco
changed its name to Surgical Innovation & Services, Inc. ("New SIS"). The merger
was consummated pursuant to an Agreement and Plan of Reorganization ("the Merger
Agreement") dated May 5, 2000 by and among the Registrant, Newco, Old SIS and
the shareholders of Old SIS. Old SIS provided a comprehensive surgical laser
service to both hospitals and surgery centers on a "fee per case" basis. The
comprehensive service included providing the surgeon with a laser system, laser
disposable products and a trained technician to operate the laser during the
procedure. Old SIS's customer base was located primarily in the southeastern
part of the United States.
Upon consummation of the Merger, each outstanding share of Old SIS common stock
was cancelled and converted automatically to the right to receive $300 in cash,
an aggregate of $300,000, and 350 unregistered shares of Registrant's common
stock, an aggregate of 350,000 shares valued at $802,000. The acquisition has
been accounted for under the purchase method of accounting. The purchase price
also included approximately $2,856,000 of assumed liabilities and has been
allocated to the acquired assets based on their estimated fair values at the
time of acquisition; approximately $2,764,000 was allocated to property, plant
and equipment. Property, plant and equipment acquired was mainly comprised of
surgical laser systems, utilized by SIS in the comprehensive surgical laser
service provided to its customers. It is Registrant's intention to continue the
utilization of these laser systems in a manner consistent with Old SIS's
utilization.
The source of the consideration paid in connection with the acquisition was
authorized but unissued shares of Registrant's common stock and cash from
Registrant.
Pursuant to the terms of the Merger Agreement, James Lee Stafford, a director
and 30% shareholder of Old SIS, has been nominated for election as a director of
Registrant at its Annual Meeting on July 19, 2000. In addition, Robert L.
Crutchfield, the President and Chief Executive Officer and a director and 40%
shareholder of Old SIS, will continue to serve as the President and Chief
Executive Officer of New SIS and as Vice President, Business Planning of
Registrant.
For further information regarding the terms and conditions of the Merger and the
Merger Agreement, reference is made to the Merger Agreement filed as Exhibit 1
hereto and incorporated herein by reference.
ITEM 4. Changes in Registrant's Certifying Accountant
On June 12, 2000, at the recommendation of the Audit Committee and with the
approval of the Executive Committee, Registrant removed Arthur Andersen LLP
("AA") as its independent accounting firm and appointed Grant Thornton LLP
("Grant Thornton") to replace AA. Accordingly, Grant Thornton will examine the
financial statements of Registrant and its subsidiaries for the fiscal year
ending December 31, 2000.
AA's audit reports on Registrant's financial statements for the last two fiscal
years contained no adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainties, audit scope or accounting principles.
There were no disagreements between Registrant and AA on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
AA, would have caused them to make reference thereto in their reports on
Registrant's financial statements for the last two fiscal years and subsequent
interim periods up through June 12, 2000.
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ITEM 7. Financial Statements and Exhibits:
(a) The financial statements of Old SIS required by this item are not yet
available. Pursuant to Item 7(a)(4) of Form 8-K, such financial
statements will be filed as promptly as practicable but in no event
later than August 14, 2000.
(b) The pro forma financial information required by Article 11 of
Regulation S-X is not yet available. Pursuant to Item 7 (b)(2) of form
8-K, such information will be filed as promptly as practicable but in
no event later than August 14, 2000.
(c) Exhibits:
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Exhibit 1 Agreement and Plan of Reorganization dated May 5, 2000
by and among the Registrant, Newco, Old SIS and the
shareholders of Old SIS.
Exhibit 2 Letter dated June 12, 2000 from Arthur Andersen LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has caused this report to be signed on behalf by the undersigned thereunto duly
authorized:
Dated: June 15, 2000 SURGICAL LASER TECHNOLOGIES, INC.
By: /s/ Davis Woodward
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Davis Woodward
Vice President and Chief Financial
Officer
Signing on behalf of the Company
and as principal financial officer.
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