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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): JULY 23, 1996
PCI SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-19795 51-0336586
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
1403 FOULK RD.,
SUITE 102
WILMINGTON, DE 19803
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(Address of Principal (Zip Code)
Executive Offices)
(302) 479-0281
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On July 24, 1996, PCI Services, Inc. ("PCI") announced that it had entered
into a definitive agreement (the "Merger Agreement") with Cardinal Health, Inc.
("Cardinal") pursuant to which PCI will become a wholly-owned subsidiary of
Cardinal in a stock-for-stock merger expected to be accounted for as a pooling-
of-interests transaction for financial reporting purposes (the "Merger"). Under
the terms of the Merger Agreement, stockholders of PCI will receive .336 shares
of Cardinal Common Shares for each share of PCI Common Stock they own at the
time the transaction is consummated (the "Exchange Ratio"), subject to
adjustment under specified circumstances. In addition, options for PCI Common
Stock will be converted into equivalent options for Cardinal Common Shares,
based upon the Exchange Ratio. The Merger is expected to be completed in the
fall, subject to approval by the stockholders of PCI and the receipt of
requisite regulatory approvals. In connection with the transaction, PCI's
largest shareholder, MEDIQ Incorporated ("MEDIQ"), granted Cardinal an option to
purchase all of the PCI Common Stock owned by MEDIQ, which is equal to
approximately 46% of PCI's outstanding shares, exercisable upon the occurrence
of certain events, and entered into a Support/Voting Agreement with Cardinal.
Additionally, the directors of PCI each entered into a Support/Voting Agreement
with Cardinal.
The foregoing description of the transactions involving PCI and Cardinal
and the various agreements entered into in connection therewith, is qualified in
its entirety by reference to the Merger Agreement, a copy of which is filed as
an exhibit to this Form 8-K and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 23, 1996, by and
between Cardinal Health, Inc., Panther Merger Corp., PCI Services,
Inc. and MEDIQ Incorporated is incorporated herein by reference to
Exhibit 2.1 to the Schedule 13D filed by Cardinal Health, Inc. with
respect to the securities of PCI Services, Inc. on July 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
PCI SERVICES, INC.
/s/Michael F. Sandler
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Date: August 1, 1996 Michael F. Sandler
Vice President and Chief Financial Officer
