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 17, 1998
HEALTHCARE IMAGING SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19636 22-3119929
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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200 Schulz Drive, Red Bank, New Jersey 07701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 224-9292
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On September 17, 1998, HealthCare Imaging Services, Inc.
issued the press release (the "Press Release") annexed as an exhibit hereto.
The Press Release is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
c) Exhibits
99.1 Press Release of HealthCare Imaging Services, Inc. dated
September 17, 1998.
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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.
HEALTHCARE IMAGING SERVICES, INC.
(Registrant)
Dated: September 18, 1998 By: /s/ Elliott H. Vernon
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Elliott H. Vernon
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No.
99.1 Press Release of HealthCare Imaging Services, Inc. dated
September 17, 1998.
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Elliott H. Vernon, Esq.
Chairman of the Board &
Chief Executive Officer
(732)224-9292
HEALTHCARE IMAGING SERVICES, INC. ANNOUNCES THE
SIGNING OF DEFINITIVE AGREEMENTS TO ACQUIRE
FIVE (5) NEW JERSEY DIAGNOSTIC IMAGING FACILITIES
Middletown, New Jersey - September 17,1998 - HealthCare Imaging
Services, Inc. (NASDAQ: HISS) today announced that it had entered into
agreements to acquire all of the assets and business of Echelon MRI, Mainland
Imaging Center, North Jersey Imaging Management Associates, Bloomfield Imaging
Associates, and Irving N. Beran, M.D, P.A. These related companies own and
operate (5) multi-modality diagnostic imaging centers located in Voorhees (2
centers), Bloomfield, Northfield and Williamstown, New Jersey. The aggregate
purchase price is approximately $21 million, subject to post closing
adjustments, payable in a combination of cash and convertible, redeemable
preferred stock.
Although there can be no assurances that the transaction will be
completed, the Company expects, subject to the satisfaction of all conditions,
to consummate this transaction in October. The Company will seek shareholder
approval for the issuance of the convertible, redeemable preferred stock.
Elliott H. Vernon, President and Chief Executive Officer of the Company,
stated that "the acquisition of these five (5) diagnostic imaging centers,
strategically located in the State of New Jersey, provides the Company with the
critical mass necessary to implement its business plan in the area of diagnostic
imaging and expand its strategic direction into the area of physician
(Continued on next page)
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practice management in the New Jersey, New York and Philadelphia regions." The
Company expects these acquisitions to generate, on an annualized basis, $11
million in revenues and $2.5 million in pre-tax profits after taking into
account anticipated financing costs, based upon the financial results of the
acquired entities for the six months ended June 30, 1998.
HealthCare Imaging Services, Inc. is a healthcare management and
services company, currently specializing in magnetic resonance imaging, that
provides state-of-the-art healthcare equipment, facilities and services to
physicians, hospitals and other healthcare providers. The Company currently
operates six diagnostic imaging centers located in Brooklyn and New York City,
New York; Edgewater, Ocean Township and Wayne, New Jersey and Philadelphia,
Pennsylvania. As previously announced, the Company is expanding its strategic
direction into the area of physician practice management and is currently in
various stages of discussions and negotiations with several multi-specialty
physician practices and other healthcare providers.
This communication may contain certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 that
are based on the beliefs of the Company and its management. When used in this
document, the words "anticipate," "believe," "continue," "estimate," "expect,"
"intend," "may," "should," and similar expressions are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions, including, but not limited to, the risk that the
Company may not be able to implement its growth strategy in the intended manner,
risks associated with currently unforeseen competitive pressures and risks
affecting the Company's industry, such as increased regulatory compliance and
cost reduction initiatives, changes in payor reimbursement levels and
technological changes. In addition, the Company's business, operations and
financial condition are subject to the risks, uncertainties and assumptions
which are described in the Company's reports and statements filed from time to
time with the Securities and Exchange Commission. Should one or more of those
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein.
(End)