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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): MARCH 17, 1998
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CORE, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 0-19600
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MASSACHUSETTS 04-2828817
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(State or other jurisdiction of incorporation) (IRS employer identification no.)
18881 Von Karman Avenue, Suite 1750, Irvine, California 92612
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 442-2100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 1998, TCM Services, Inc., a wholly-owned subsidiary of
CORE, INC., a Massachusetts corporation ("CORE"), acquired the assets
of Transcend Case Management, Inc., a Georgia corporation ("TCM"), pursuant
to an Asset Purchase Agreement dated March 17, 1998 (the "Purchase Agreement").
Pursuant to the Purchase Agreement, substantially all of the assets of TCM were
acquired in exchange for the assumption of certain liabilities and the issuance
of shares of common stock of CORE, the number of which shall be equal to a
valuation based upon future revenue performance of TCM. The purchase price is
subject to certain adjustments as set forth in the Purchase Agreement. The
purchase price was the result of arms' length negotiations between CORE and
TCM.
Prior to the consummation of this transaction, there was no material
relationship between Transcend Case Management, Inc. or their owner, Transcend
Services, Inc., and CORE or any of CORE's affiliates, its directors or officers,
or any associate of any such director or officer.
With the TCM assets, TCM Services, Inc., will continue to specialize
in the business of managing workers' compensation cases.
In connection with CORE's acquisition of TCM, CORE also entered into a
Registration Rights Agreement dated March 17, 1998 with Transcend Services, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
As of the date of filing of this Form 8-K, the financial
statements of Transcend Case Management, Inc. that are required
by this Item are unavailable. The Registrant will file such
financial statements as soon as they are available, but in no
event later than May 29, 1998.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of filing of this Form 8-K, the Registrant has
found it impracticable to complete the preparation of the pro
forma financial information required by this Item. The
Registrant will file such required pro forma financial
information as soon as it is available, but in no event later
than May 29, 1998.
(c) EXHIBITS.
Exhibit
Number Description
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2.1 Asset Purchase Agreement dated March 17, 1998, by and among CORE,
INC., TCM Services, Inc., Transcend Case Management, Inc. and
Transcend Services, Inc. Filed as exhibit 2.4 to Registrant's
Annual Report on Form 10-K, filed April 1, 1998, and incorporated
herein by reference.
99.1 Registration Rights Agreement dated March 17, 1998, between CORE, INC.
and Transcend Services, Inc. Filed as exhibit 10.22 to Registrant's
Annual Report on Form 10-K, filed April 1, 1998, and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CORE, INC.
Date: April 1, 1998 By: /s/ William E. Nixon
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William E. Nixon
Chief Financial Officer, Executive
Vice President and Treasurer
