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) April 4, 1994
Regency Health Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-11144 33-021226
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2742 Dow Avenue, Tustin, California 92680-7245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 544-4433
3636 Birch Street, Suite 195, Newport Beach, California 92660
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 4, 1994, Regency Health Services, Inc. (the
"Registrant") and Care Enterprises, Inc. ("Care") completed their
previously announced merger. Pursuant to the Agreement and Plan
of Merger, dated as of December 20, 1993, as amended by an
Amendment, dated as of January 31, 1994, and a Second Amendment,
dated as of March 21, 1994 (the "Merger Agreement"), Care Merger
Sub, Inc., a wholly owned subsidiary of the Registrant, was
merged with and into Care (the "Merger"), and Care became a
wholly owned subsidiary of the Registrant. Each share of common
stock of Care (other than shares owned by the Registrant or any
of its subsidiaries, held in the treasury of Care or owned by any
subsidiary of Care) was converted into 0.71 of a share of common
stock of the Registrant.
For a more detailed description of the Merger, see the
Proxy Statement/Prospectus of the Registrant contained in the
Registration Statement on Form S-4 of the Registrant (File No.
33-52497) dated March 4, 1994, which is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) and (b) It is impracticable to provide the
required financial statements and pro forma financial information
for the acquired business at this time. The required financial
statements and pro forma financial information will be filed as
soon as practicable, but not later than 60 days from the date of
this Current Report on Form 8-K.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
December 20, 1993, by and between Regency
Health Services, Inc. and Care Enterprises,
Inc. (included as Annex A to the Proxy
Statement/Prospectus contained in Regency
Health Services, Inc.'s Registration
Statement on Form S-4 (File No. 33-52497)).
2.1.1 Amendment to Agreement and Plan of Merger,
dated as of January 31, 1994, by and between
Regency Health Services, Inc. and Care
Enterprises, Inc. (included as Annex A to the
Proxy Statement/Prospectus contained in
Regency Health Services, Inc.'s Registration
Statement on Form S-4 (File No. 33-52497)).
2.1.2 Second Amendment to Agreement and Plan of
Merger, dated as of March 21, 1994, by and
among Regency Health Services, Inc., Care
Enterprises, Inc. and Care Merger Sub, Inc.
4.1 Specimen of common stock certificate of
Regency Health Services, Inc. (incorporated
by reference to Regency Health Services,
Inc.'s Registration Statement on Form S-1
(File No. 33-45591)).
4.2 Voting Agreement, dated as of December 27,
1993, by and among Regency Health Services,
Inc. and the stockholders named therein
(incorporated by reference to Regency Health
Services, Inc.'s Registration Statement on
Form S-4 (File No. 33-52497)).
4.3 Voting Agreement, dated as of December 27,
1993, by and among Care Enterprises, Inc. and
the stockholders named therein (incorporated
by reference to Regency Health Services,
Inc.'s Registration Statement on Form S-4
(File No. 33-52497)).
20.1 Proxy Statement/Prospectus of Regency Health
Services, Inc. dated March 7, 1994 (filed as
part of Regency Health Services, Inc.'s
Registration Statement on Form S-4 (File No.
33-52497)).
SIGNATURE
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 hereunto duly authorized.
REGENCY HEALTH SERVICES, INC.
By: /s/ Brad L. Kerby
Name: Brad L. Kerby
Title: Senior Vice President
General Counsel and
Secretary
Dated: April 5, 1994
EXHIBIT INDEX
Exhibit Page
2.1 Agreement and Plan of Merger, dated as of
December 20, 1993, by and between Regency
Health Services, Inc. and Care Enterprises,
Inc. (included as Annex A to the Proxy
Statement/Prospectus contained in Regency
Health Services, Inc.'s Registration
Statement on Form S-4 (File No. 33-52497)).
2.1.1 Amendment to Agreement and Plan of Merger,
dated as of January 31, 1994, by and between
Regency Health Services, Inc. and Care
Enterprises, Inc. (included as Annex A to the
Proxy Statement/Prospectus contained in
Regency Health Services, Inc.'s Registration
Statement on Form S-4 (File No. 33-52497)).
2.1.2 Second Amendment to Agreement and Plan of
Merger, dated as of March 21, 1994, by and
among Regency Health Services, Inc., Care
Enterprises, Inc. and Care Merger Sub, Inc.
4.1 Specimen of common stock certificate of
Regency Health Services, Inc. (incorporated
by reference to Regency Health Services,
Inc.'s Registration Statement on Form S-1
(File No. 33-45591)).
4.2 Voting Agreement, dated as of December 27,
1993, by and among Regency Health Services,
Inc. and the stockholders named therein
(incorporated by reference to Regency Health
Services, Inc.'s Registration Statement on
Form S-4 (File No. 33-52497)).
4.3 Voting Agreement, dated as of December 27,
1993, by and among Care Enterprises, Inc. and
the stockholders named therein (incorporated
by reference to Regency Health Services,
Inc.'s Registration Statement on Form S-4
(File No. 33-52497)).
20.1 Proxy Statement/Prospectus of Regency Health
Services, Inc. dated March 7, 1994 (filed as
part of Regency Health Services, Inc.'s
Registration Statement on Form S-4 (File No.
33-52497)).
Exhibit 2.1.2
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger,
dated as of March 21, 1994, is entered into by and among Regency
Health Services, Inc., a Delaware corporation ("Regency"), Care
Enterprises, Inc., a Delaware corporation ("Care"), and Care
Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Regency ("Care").
WHEREAS, pursuant to the Agreement and Plan of Merger,
dated as of December 20, 1993, as amended by an Amendment, dated
as of January 31, 1994, between Regency and Care (the "Plan of
Merger"), at the Effective Time, Merger Sub will be merged with
and into Care; and
WHEREAS, Merger Sub was formed subsequent to the
execution and delivery of the Plan of Merger; and
WHEREAS, Merger Sub desires to become a party to the
Plan of Merger.
NOW, THEREFORE, in consideration of the foregoing, and
the mutual covenants and agreements set forth herein and such
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Merger Sub hereby agrees to become a party to and
be bound by the obligations of the Plan of Merger.
2. Each of Regency and Care hereby consents to the
addition of Merger Sub as a party to the Plan of Merger.
3. Capitalized terms not otherwise defined herein
shall have the meaning assigned to such term in the Plan of
Merger.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be signed by their respective officers thereunto
duly authorized as of the date first written above.
REGENCY HEALTH SERVICES, INC.
By: /s/ Cecil Mays
Cecil Mays
Chairman of the Board of Directors,
Chief Executive Officer and
President
CARE ENTERPRISES, INC.
By: /s/ Richard K. Matros
Richard K. Matros
President and Chief Executive Officer
CARE MERGER SUB, INC.
By: /s/ Cecil Mays
Cecil Mays
President
