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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 25, 2000
HEALTHSTAR CORP.
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(Exact name of registrant as specified in its charter)
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<CAPTION>
Delaware 0-19499 91-1934592
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<S> <C> <C>
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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<TABLE>
<CAPTION>
<S> <C>
15720 North Greenway Hayden Loop, Suite 1,
Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (480) 451-8575
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS:
On April 25, 2000, HealthStar Corp. (the "Company") held it's Annual
Meeting of Shareholders in Aventura, Florida. At the Annual Meeting the holders
of a majority of the outstanding shares of Common Stock of the Company approved
and adopted a resolution authorizing the Stock Purchase Agreement dated as of
September 23, 1999, as amended, between the Company, HealthStar, Inc. ("HSI")
and Beyond Benefits, Inc. ("BBI"), pursuant to which the Company agreed to sell
all of the outstanding stock of HSI, the only operating subsidiary of the
Company, to BBI for $8,880,000. The sale of the HSI stock by the Company to BBI
was consummated on April 28, 2000. As a result of the sale of the HSI stock to
BBI, the Company is no longer engaged in the health care management industry.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Not applicable.
(b) Not applicable.
(C) EXHIBITS
EXHIBIT 99.1: Press Release dated May 3, 2000
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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.
HEALTHSTAR CORP.
a Delaware corporation
/s/ STEVEN A. MARCUS
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Steven A. Marcus
Vice President and Chief Financial Officer
Date: May 3, 2000
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated May 3, 2000.
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EXHIBIT 99.1
HEALTHSTAR CORP. ANNOUNCES SALE OF HEALTHSTAR INC. TO BEYOND BENEFITS, INC.
SCOTTSDALE, Arizona, May 3/PR Newswire/-HealthStar Corp. (OTC Bulletin Board:
PPOS) announced today that the Company has sold all the outstanding shares of
HealthStar, Inc. to Beyond Benefits, Inc. for $8,880,000 in cash. The sale
was consummated on Friday April 28, 2000 following shareholder approval of
the transaction on April 25, 2000. As a result of the sale of HealthStar,
Inc. to Beyond Benefits., HealthStar Corp. is no longer engaged in the health
care management industry. Approximately $1,325,000 of the net sale proceeds
was used to repay outstanding indebtedness of HealthStar Corp. to Harris
Trust and Savings Bank. The remaining net proceeds was used initially for
working capital and, as opportunities are identified, for the acquisition of
an Internet related or other business or businesses.
This press release contains statements which may constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act
of 1995. Those statements include statements regarding the intent, belief or
current expectations of HealthStar Corp. and members of its management as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Important factors currently known to management that could cause actual results
to differ materially from those in forward-looking statements include
fluctuation of operating results, no Internet experience or operating history,
uncertainty regarding the ability to (i) identify and consummate the acquisition
of a business or businesses as contemplated and (ii) attract, hire and retain
qualified personnel, and other risks described in filings of HealthStar Corp.
with the Securities and Exchange Commission. The Company undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results.
For additional information on HealthStar Corp. please contact Steven A. Marcus,
Chief Financial Officer, (480) 614-4275.
