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): August 23, 1996
STAR MULTI CARE SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-10751 11-1975534
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
99 RAILROAD STATION PLAZA
HICKSVILLE, NY 11801
(Address of principal executive offices) (Zip Code)
(516) 423-6688
(Registrant's telephone number, including area code)
PAGE 1 OF 6
Exhibit Index on Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 23, 1996, Star Multi Care Services, Inc. ("Star") and
AMSERV HEALTHCARE INC. ("AMSERV") consummated a merger (the "Merger") whereby
Star acquired control of AMSERV pursuant to an Agreement and Plan of Merger
dated as of February 9, 1996, as amended on July 18, 1996 (as amended, the
"Merger Agreement"), among Star, AHI Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of Star ("Merger Sub"), and AMSERV. Under the Merger
Agreement, Merger Sub was merged with and into AMSERV, whereupon the separate
existence of Merger Sub ceased and AMSERV became a wholly-owned subsidiary of
Star. Consummation of the Merger followed approval by the shareholders of Star
and AMSERV, which was obtained at separate shareholders meetings of the two
companies held on August 23, 1996.
AMSERV operates in a one-industry segment as a health care service
company. AMSERV provides Home Care services to individuals from its six branch
offices in New Jersey and Ohio. Home Care services provided by AMSERV include
personal care, such as assistance with the activities of daily living (e.g.
eating, walking and grooming), and skilled nursing services such as wound care
and assistance with medications, injections and patient education.
In connection with the Merger, each outstanding share of AMSERV's
Common Stock, par value $.01 per share ("AMSERV Common Stock"), was converted
into the right to receive 0.4090 shares (the "Exchange Ratio") of Star's Common
Stock, par value $.001 per share ("Star Common Stock"). Each option to purchase
AMSERV Common Stock (the "AMSERV Options") has been assumed by Star and
constitutes an option to acquire, on substantially the same terms and conditions
as were applicable under such AMSERV Options, shares of Star Common Stock
adjusted in accordance with the Exchange Ratio. Accordingly, Star registered
with the Securities and Exchange Commission 1,445,496 shares of Star Common
Stock which are to be issued to the former holders of AMSERV Common Stock as
well as to the holders of the AMSERV Options, assumed by Star upon consummation
of the Merger, upon their exercise. Prior to the Merger, Star did not
beneficially own, directly or indirectly, any of AMSERV's voting securities
apart from any beneficial ownership interest it may have had as a result of
entering into the Merger Agreement.
The Merger was structured as a reverse triangular merger intended to
qualify as a tax free reorganization. The Merger will be treated as a "pooling
of interests" for accounting purposes.
Pursuant to the Merger Agreement, members of AMSERV's Board of
Directors have resigned and have been replaced by designees of Star. Star,
however, has agreed to take reasonable efforts to cause Melvin L. Katten,
formerly a director of AMSERV, to be appointed to the board of directors of Star
and to be nominated for election by the shareholders of Star at each of the next
two annual meetings of Star's shareholders following the effective date of the
Merger. Star does not anticipate that any officers or directors of AMSERV, other
than Mr. Katten, will become officers or directors of Star or the surviving
entity.
The foregoing summary of the terms of the Merger Agreement and the
Merger does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is filed as
Exhibit 2.1 and incorporated herein by reference.
On August 26, 1996, Star issued a press release announcing the
consummation of the Merger, a copy of which is filed as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)&(b) Substantially the same information as that required by
paragraph (a) of Item 7 - the Financial statements of
AMSERV (the business acquired) and paragraph (b) of Item
7 - the Pro forma financial information has been
previously reported by Star in its registration statement
on Form S-4 (Commission File No. 333-08499). In accordance
with General Instruction B.3 to the Form 8-K such
information is not repeated in this Form 8-K
(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of February 9, 1996,
as amended on July 18, 1996, among Star, Merger Sub, and
AMSERV. Incorporated by reference to Exhibit 2(a) to the
Star's registration statement on Form S-4 (Registration
No. 333-08499).
99.1 Press Release, dated August 26, 1996, issued by Star.
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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 hereunto duly authorized.
Date: August 28, 1996 STAR MULTI CARE SERVICES, INC.
By: /s/ William Fellerman
-------------------------
William Fellerman
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
2.1 Agreement and Plan of Merger dated as of
February 9, 1996, as amended on July 18,
1996, among Star, Merger Sub, and AMSERV.
Incorporated by reference to Exhibit 2(a) to
the Star's registration statement on Form
S-4 (Registration No. 333-08499).
99.1 Press Release, dated August 26, 1996, issued
by Star.
Exhibit 99.1
STAR MULTICARE SERVICES, INC.
[Letterhead]
N E W S R E L E A S E
F O R I M M E D I A T E R E L E A S E
COMPANY STEPHEN STERNBACH, CEO
CONTACT: (516) 423-6688
STAR MULTI CARE COMPLETES ACQUISITION OF AMSERV
HICKSVILLE, NEW YORK, AUGUST 26, 1996 -- Star Multi Care Services,
Inc. (NASDAQ, NM: SMCS), today reported it completed the previously announced
acquisition of Amserv Healthcare Inc. (NASDAQ: AMSR), a La Jolla,
California-based provider of healthcare services, with annual revenues of
approximately $13 million.
In the acquisition, each share of Amserv common stock was converted
into the right to receive 0.4090 of a share of common stock of Star, effective
Friday, August 23, 1996. Fractional shares of Star Multi Care common stock will
not be issued, and shareholders of record entitled to fractional shares will be
issued cash instead.
With completion of the Amserv acquisition, Star Multi Care Services
has substantially penetrated New Jersey and Ohio, two new markets. As a result,
Star has added facilities in Edison, Elizabeth, Fair Lawn, South Orange, and
Union City, NJ, and Mansfield, OH. Star's other facilities are in Oswego, Rome,
Syracuse and Brooklyn, NY; Long Beach, Hicksville, Huntington, Medford, and
Riverhead, Long Island; and Lake Worth, Hollywood and Miami, FL.
"The acquisition of Amserv dramatically increases Star's operating
service area, and enlarges our sales base to more than $50 million, as we move
forward. Our growth through this acquisition positions Star as one of the
fastest growing, publicly traded home healthcare companies in the nation, and
moves us closer to our goal of becoming a $100 million-plus company by the end
of the century," Stephen Sternbach, president and chief executive officer, said.
Star Multi Care Services is a primary provider of proprietary,
custodial and high-tech home healthcare services and staffing to hospitals and
other medical facilities.
