UNITED STATES
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) June 15, 1998
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CHRONIMED INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-19952 41-1515691
(Commission File Number) (IRS Employer Identification Number)
10900 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (612) 979-3600
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ITEM 5. OTHER EVENTS
On April 24, 1998, Chronimed Inc. relocated its corporate and principal
executive offices to: Chronimed Inc., 10900 Red Circle Drive, Minnetonka,
Minnesota 55343; telephone (612) 979-3600.
On June 15, 1998, Chronimed Inc. issued a press release announcing that
it had entered into a definitive agreement to acquire Clinical Partners Inc.
(see attached Exhibit 99.1 for the press release, which describes the proposed
acquisition). On June 23, 1998, Chronimed Inc. closed and completed the
acquisition of Clinical Partners Inc. pursuant to the agreement.
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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 behalf of the undersigned
thereunto duly authorized.
CHRONIMED INC.
Date: July 8, 1998
By /s/ Norman A. Cocke
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Norman A. Cocke
Senior Vice President, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
99.1 Press Release Dated June 15, 1998 6
EXHIBIT 99.1
PRESS RELEASE
NEWS RELEASE
JUNE 15, 1998 CONTACT: MAGGIE P. KNACK, INVESTOR RELATIONS, OR
NORMAN A. COCKE, SVP AND CFO, AT CHRONIMED INC.
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612-979-3600
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CHRONIMED ANNOUNCES ACQUISITION OF
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CLINICAL PARTNERS, INC.
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MINNEAPOLIS, JUNE 15, 1998 -- CHRONIMED INC. (NASDAQ: CHMD),
announced today that it has completed a definitive agreement to acquire Clinical
Partners, Inc., a specialty HIV/AIDS case management company with significant
data and information systems capabilities. The privately held, San
Francisco-based company had 1997 revenues of approximately $4 million and
presently has operations in four cities. Clinical Partners contracts with
managed care organizations to provide disease-specific patient care through a
comprehensive system of data analysis, case management, clinical protocol
deployment, and provides data analysis and clinical outcome studies to large
pharmaceutical companies and providers. This range of services is believed to be
the widest in the HIV/AIDS disease management marketplace and includes
fee-based, global cost and risk management.
Chronimed is paying $6 million in cash for Clinical Partners stock. The
transaction is being booked using the purchase method of accounting. Chronimed
expects that initially in fiscal 1999, the overall effect of the transaction
will be dilutive from zero to 3 cents per share, dependent on speed of
integration. While Clinical Partners is expected to have an operating profit,
the amortization of good will, the cost of employment contracts plus the effect
of lost interest income will create this minor dilution. Clinical Partners will
become a wholly-owned subsidiary of Chronimed.
According to Henry F. Blissenbach, Pharm.D., president and chief
operating officer of Chronimed, "Clinical Partners will bring us a greatly
expanded level of clinical experience and information systems capabilities as we
expand our pharmaceutical product distribution business to include disease
management. We will integrate Clinical Partners with our StatScript Pharmacy
operation to deliver a comprehensive community-based program in 20-plus
locations across the country."
Maurice R. Taylor II, chairman and chief executive officer of
Chronimed, explained "This acquisition is both strategic and synergistic, as it
enhances Chronimed's future, while we continue to grow our existing businesses.
With the addition of Clinical Partners, we position Chronimed to be the disease
management leader in HIV/AIDS treatment. We are very excited about it."
Chronimed Inc. is a healthcare company specializing in services,
products, and case management for patients with chronic health conditions. Such
conditions include diabetes, HIV/AIDS, organ transplantation, and complex
diseases treated with self-injectable drugs. The Company develops, manufactures,
markets, and distributes pharmaceuticals, medical diagnostic products, and
patient education materials nationwide directly to individuals, patients of
managed care organizations, and to institutions that serve these patients.
As a cautionary note to investors, certain matters discussed in this
press release are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such matters involve risks and
uncertainties that may cause actual results to differ materially, including the
following: changes in economic conditions; general competitive factors; the
Company's ability to execute its service and product sales plans; changes in the
status of managed care contracts; and the risks described from time to time in
the Company's SEC reports.
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EDITORS' NOTE: Clinical Partners, Inc., is headquartered in San Francisco, and
has operations in Los Angeles (Beverly Hills), Dallas, and Houston. Chronimed's
StatScript Pharmacy network is headquartered in Kansas City, Missouri, and
currently has pharmacies in Atlanta, Austin, Chicago, Clearwater, Coral Gables,
Dallas, Fort Lauderdale, Houston, Indianapolis, Kansas City, Miami Beach,
Philadelphia, Phoenix, Salt Lake City, St. Louis, Tampa, Washington, D.C., and
West Palm Beach, with plans for continued growth nationwide.
