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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1999
PHOENIX HEALTHCARE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-20354 23-2596710
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
4514 Travis Street, Suite 330, Dallas, TX 75205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 599-9777
IATROS Health Network, Inc.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 1999, Phoenix Healthcare Corporation (F/K/A Iatros
Health Network, Inc.) ("Registrant") consummated a transaction pursuant to
which it acquired 1,000 shares of the common stock of Trinity Rehab, Inc.
("Trinity"), representing all the outstanding stock of Trinity (the "Trinity
Shares"). The purchase price of the Trinity Shares was $1,495,703.12 plus
100,000 shares of Registrant's common stock. Trinity is a provider of
rehabilitation services that operates in Texas and Oklahoma, providing
physical, occupational and speech therapy services to long-term care
providers and acute care hospitals through 131 private pay contracts.
In connection with the transaction, Registrant issued and delivered to
the seller a promissory note in the amount of $1,495,703.12 payable in monthly
installments over a five-year period starting March 1, 1999, secured by a
pledge of the Trinity Shares acquired by Registrant in the transaction. The
monthly payments on the promissory note will be made out of the Registrant's
operating funds.
In early January 1999, Registrant had reached an agreement with
George Frederick Ashworth, the then owner of the Trinity Shares, for the
purchase by Registrant of the Trinity Shares. However, on January 17, 1999,
prior to the execution of certain transaction documents and satisfaction of
conditions to closing, Mr. Ashworth died. Rather than proceed with the previous
arrangement, Registrant and Martha Louise Ashworth, Mr. Ashworth's widow and
the independent executrix of his estate, entered into a superseding agreement
for the sale to Registrant of the Trinity Shares, which was executed on
February 26, 1999 (attached as Exhibit 2.1 hereto, the terms and provisions of
which are incorporated herein by reference). The consideration was determined in
arm's-length negotiations.
Prior to the consummation of the transaction, Ronald E. Lusk, Chairman
and Chief Executive Officer of Registrant, was one of three joint holders on a
promissory note issued by Trinity in the principal amount of $700,000, on which
accrued interest and penalties were estimated to be approximately $130,000.
Other than the foregoing, there are no material relationships between Mrs.
Ashworth or Mr. Ashworth (prior to his death) and Registrant or any of its
affiliates, any officer or director of Registrant, or any associate of such an
officer or director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The exhibits listed in the exhibit index are filed as
part of, or incorporated by reference in, this current report on Form 8-K.
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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.
PHOENIX HEALTHCARE CORPORATION
Date: May 17, 1999 By: /s/ Ronald E. Lusk
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Ronald E. Lusk, Chairman and Chief Executive Officer
EXHIBIT INDEX
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Exhibit Description
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*2.1 Stock Purchase Agreement dated as of
February 15, 1999 (executed February 26,
1999) by and between Iatros Health Network,
Inc. and Martha Louise Ashworth
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* previously Filed
