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): SEPTEMBER 9, 1997
STAR MULTI CARE SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-10751 11-1975534
(State or other jurisdiction of (Commission File Number) (IRS Employer
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 5
Exhibit Index on Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 9, 1997, Star Multi Care Services, Inc. ("Star") and
EXTENDED FAMILY CARE CORPORATION ("EFCC") consummated a merger (the "Merger")
whereby Star acquired control of EFCC pursuant to an Agreement and Plan of
Merger dated as of January 3, 1997, as amended on April 6, 1997 (as amended, the
"Merger Agreement"), among Star, EFCC Acquisition Corp., a New York corporation
and wholly-owned subsidiary of Star ("Merger Sub"), and EFCC. Under the Merger
Agreement, EFCC was merged with and into Merger Sub, whereupon the separate
existence of EFCC ceased and all the assets of EFCC became the assets of Merger
Sub. Consummation of the Merger followed approval by the shareholders of Star
and EFCC, which was obtained at separate shareholders meetings of the two
companies held on September 9, 1997.
EFCC operates in a one-industry segment as a health care service
company. EFCC provides Home Care services to individuals from its branch offices
in New Jersey, New York and Pennsylvania. Home Care services provided by EFCC
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 EFCC's
Common Stock, par value $.01 per share ("EFCC Common Stock"), was converted into
the right to receive .025907006 shares (the "Exchange Ratio") of Star's Common
Stock, par value $.001 per share ("Star Common Stock") and cash in the amount of
$.063826051. Accordingly, Star registered with the Securities and Exchange
Commission 1,077,778 shares of Star Common Stock which are to be issued to the
former holders of EFCC Common Stock. Prior to the Merger, Star did not
beneficially own, directly or indirectly, any of EFCC'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.
Pursuant to the Merger Agreement, members of EFCC's Board of
Directors have resigned. Star, however, has agreed to take reasonable efforts to
cause Ivan Kaufman, formerly a director of EFCC, 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 EFCC, other than Mr. Kaufman, 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 September 9, 1997, Star issued a press release announcing 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 EFCC
(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. 333-32171). 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 January 3, 1997,
as amended on April 6, 1997, among Star, Merger Sub, and
EFCC. Incorporated by reference to Exhibits 2(a) and (b)
to Star's registration statement on Form S-4 (Registration
No. 333-32171).
99.1 Press Release, dated September 9, 1997, 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: September 12, 1997 STAR MULTI CARE SERVICES, INC.
By: /S/ STEPHEN STERNBACH
-------------------------
Stephen Sternbach
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
2.1 Agreement and Plan of Merger dated as of January 3, 1997, as
amended on April 6, 1997, among Star, Merger Sub, and EFCC.
Incorporated by reference to Exhibits 2(a) and (b) to Star's
registration statement on Form S-4 (Registration No.
333-32171).
99.1 Press Release, dated September 9, 1997, issued by Star.
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FOR IMMEDIATE RELEASE
STAR MULTI CARE SERVICES, INC.
(LETTERHEAD)
COMPANY Stephen Sternbach
CONTACT: (516) 423-6688
STAR MULTI CARE SERVICES, INC. ACQUISITION OF
EXTENDED FAMILY CARE CLOSES
HICKSVILLE, NEW YORK, SEPTEMBER 9, 1997 - Star Multi Care Services,
Inc. (NASDAQ, NM: SMCS) has closed on its previously reported acquisition of
Extended Family Care Corporation (Bulletin Board: CXCS), a home healthcare
service company doing business in New York, New Jersey and Pennsylvania with
1996 annual revenues of $8.9 million. Under the terms of the transaction, Star
will pay a total of $7.25 million in cash and shares of Star common stock.
Star's proforma revenue for the first year of operation after the
acquisition is anticipated to be $62 to $65 million.
"Management continually looks for acquisitions like Extended Family
Care in order to aggressively grow in this highly fragmented industry,"
commented Stephen Sternbach, President and Chief Executive Officer of Star. "The
Company has made five similar acquisitions over the past six years that have
been highly accretive to Star's revenues and earnings, however, prior to the
closing of the deal as per the agreement, the Company was able to integrate and
streamline Extended Family Care's offices and employees into Star. The majority
of Extended Family
33 WALT WHITMAN ROAD * SUITE 302 * HUNTINGTON STATION, NEW YORK 11746
(516) 423-6688 * FAX (516) 423-2907
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Care's office leases have been terminated, helping to make this the best deal to
date. The acquisition of Extended Family Care will make us a dominant provider
of Home Care in North-Central New Jersey".
Star Multi Care Services, Inc. is a primary provider of proprietary,
custodial and high-tech home healthcare services and staffing to hospitals and
other medical facilities throughout the New York City metropolitan area, Long
Island, upstate New York, southeastern Florida, New Jersey and central Ohio.
