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): March 2, 1998
HEALTHCARE IMAGING SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-19636 22-3119929
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 224-9292
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 2, 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.
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c) Exhibits
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99.1 Press Release of HealthCare Imaging Services, Inc. dated
March 2, 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: March 16, 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
Exhibit No.
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99.1 Press Release of HealthCare Imaging Services, Inc. dated March 2, 1998.
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Elliott H. Vernon
President, Chairman of the Board
and Chief Executive Officer
(732)224-9292
HEALTHCARE IMAGING SERVICES, INC. ANNOUNCES
EXPANSION OF ITS STRATEGIC DIRECTION INTO
PHYSICIAN PRACTICE MANAGEMENT
Middletown, New Jersey - March 2, 1998 - HealthCare Imaging
Services, Inc. (NASDAQ: HISS) announced today that in an effort to
expand its strategic direction into the area of physician practice
management, it had entered into letters of intent with respect to
the acquisition of all of the outstanding capital stock of Jersey
Integrated HealthPractice, Inc., ("Jersey Integrated"), a
management services organization formed and owned by Pavonia
Medical Associates, P.A. ("Pavonia") and Liberty Health Care
Systems, Inc. ("Liberty") of Jersey City, New Jersey. Pavonia
Medical Associates, P.A., one of the largest independent, multi-
specialty practices in New Jersey, is comprised of over 60
physicians serving over 75,000 patients in 6 locations in New
Jersey.
In consideration for the acquisition, the letters of intent
provide, among other things, that the Company will pay and/or issue
to Pavonia and Liberty, in the aggregate, (i) $7.0 million in cash,
(ii) 5.5 million shares of the Company's common stock (500,000
shares of which may be subject to certain post-closing
adjustments), and (iii) $5.0 million of convertible redeemable
preferred stock of the Company. The preferred stock is redeemable
by the Company at any time and is convertible, after the second
anniversary of issuance, at the election of the Company or the
holder at the then fair market value of the common stock. The
consummation of the transactions contemplated by the letters of
intent is subject to several material conditions including among
others, the receipt of necessary financing, the approval of the
Company's stockholders, the negotiation of definitive
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documentation, the absence of adverse changes and the satisfactory
completion of due diligence. Although there can be no assurance
that the transaction will be completed, the Company expects,
subject to the satisfaction of all conditions, to consummate it
within the next several months.
Commenting on the letters of intent, Elliott H. Vernon, Esq.,
Chairman of the Board, President and Chief Executive Officer,
stated: "We are extremely excited by the opportunity to enter into
the growing field of physician practice management and believe
that Pavonia Medical Associates, P.A. will provide the Company with
an excellent platform for further expansion in this area."
Manmohan A. Patel, MD, the President and Chief Executive Officer of
Pavonia and Chairman of Jersey Integrated added: "Through this
combination with HealthCare Imaging Services, Inc., Pavonia should
be able to leverage HealthCare Imaging's existing management
infrastructure and have access to the additional capital required
to further grow its practice."
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, 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.
HealthCare Imaging Services, Inc. is a healthcare management
and services company, 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 (through its operating subsidiaries) currently operates
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seven imaging facilities located in Brooklyn and New York City, New
York; Edgewater, Ocean Township, Wayne and Secaucus, New Jersey and
Philadelphia, Pennsylvania.
(End)
