UNITED STATES
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): May 17, 1996
OMEGA HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-19283
(Commission File Number)
63-0858713
(I.R.S. Employer Identification No.)
5100 Poplar Avenue, Suite 2100, Memphis, Tennessee 38137
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 901-683-7868
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On March 17, 1996, the Registrant completed the sale of $7,290,000 in
convertible preferred stock. Subject to certain limitations, the preferred stock
is convertible into the Registrant's common stock at an exercise price equal to
the lesser of $5.75 or 85% of the average bid price of the Registrant's common
stock at the time of conversion. The preferred stock has a dividend rate of 8%,
which is paid in the form of common stock at the time of conversion. The
preferred stock automatically converts to common stock at the end of three years
if not already converted. In addition, the investors received warrants to
purchase approximately 634,000 additional shares at an exercise price of $5.75.
The net proceeds were approximately $6.56 million will be used to finance the
acquisition of eye care practices and for working capital.
Item 7. Exhibits.
2.1 Press Release dated May 21, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OMEGA HEALTH SYSTEMS, INC.
Date: May 31, 1996 By: /s/Ronald L.Edmonds
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Ronald L. Edmonds
Senior Vice President and Chief Financial Officer
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Exhibit 2.1
Press Release Dated May 21, 1996
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Queries: Thomas P. Lewis, President & CEO 901-683-7868
Ronald L. Edmonds, Senior Vice President & CFO 901-683-7868
Steven Kessler, Howard Bronson & Company, Inc. 212-867-6160
OMEGA COMPLETES SALE OF PREFERRED STOCK,
PLANS ADDITIONAL ACQUISITIONS
Memphis, Tennessee -- May 21, 1996 -- Omega Health Systems, Inc. (NASDAQ: OHSI)
today announced that it had completed the sale of $7.29 million in convertible
preferred stock. The proceeds of the offering will be used to finance the
acquisition of the assets of eye care practices and for working capital.
The net proceeds of $6.56 million will be used to finance Omega's acquisition
program. Omega has completed the acquisition of the assets of two ophthalmology
practices so far this year and anticipates completing at least four additional
acquisitions by year end. Omega currently has letters of intent covering a major
acquisition in North Texas and three additional practices. The Company is
optimistic that, in the future, it will continue to achieve its objectives of
effecting long term growth, through the completion of other strategic
acquisitions.
Subject to certain limitations, the preferred stock is convertible into Omega
common stock at an exercise price equal to the lesser of $5.75 or 85% of the
average bid price at the time of conversion. The preferred stock has a dividend
rate of 8%, which is paid in the form of common stock at the time of conversion.
The preferred stock automatically converts at the end of three years if not
already converted. In addition, the investors received warrants to purchase
approximately 634,000 additional shares at an exercise price of $5.75.
Omega Health Systems is a physician practice management company providing
comprehensive eye care services through an expanding nationwide system of
medical eye centers, managed care provider networks, eye surgical facilities,
excimer laser refractive surgery programs and an opthalmic specialty supplies
and equipment distribution company.
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