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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): November 14, 2000
CHRONIMED INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-19952 41-1515691
(Commission File No.) (IRS Employer Identification No.)
10900 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (952/979-3600)
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ITEM 5. OTHER EVENTS.
HOME SERVICE MEDICAL SALE
On September 1, 2000 Chronimed Inc. ("Chronimed" or the "Company") sold its Home
Service Medical ("HSM") subsidiary to Express-Med, Inc. of New Albany, Ohio. HSM
is a diabetes supply mail order business that contributed $14.9 million in
revenue to Chronimed's total results for fiscal year ended June 30, 2000.
INFORMATION PROVIDED IN THIS FORM 8-K
The primary reason for this Form 8-K is to provide historical income statements
for Chronimed's Home Service Medical business. The sale of Home Service Medical
was not a material divestiture requiring financial statement disclosure. The net
book value of HSM assets is approximately $3 million. However, Chronimed
management is providing the Home Service Medical income statements to assist
investors in better understanding the impact of Home Service Medical on the
historical performance of Chronimed.
In reviewing the financial information for Home Service Medical as provided in
Exhibit 99.1, it is also important that the reader understand how the
information was prepared, particularly with respect to general and
administrative expenses. In the historical income statements as provided in
Exhibit 99.1, general and administrative expenses for senior management,
information systems, finance, legal and corporate services have not been
allocated by Chronimed to Home Service Medical and have been excluded. Only the
revenue and costs directly assigned to and directly accounted for as Home
Service Medical revenues and expenses have been included in the historical
income statements as provided in Exhibit 99.1. These revenues and expenses
include: HSM revenue and cost of sales; selling and marketing expenses; and
direct general and administrative costs for business unit management, customer
service, billing, fulfillment, and bad debt.
FIRST QUARTER RESULTS
On October 24, 2000, the Company announced the results for the fiscal 2001 first
quarter September 29, 2000. A press release discussing results for the first
quarter was issued October 25, 2000. The Company filed the Form 10-Q for the
first quarter ended September 29, 2000 on November 13, 2000. The results of the
Home Service Medical business were reflected in the Mail Order segment of
continuing operations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro Forma Financial Information.
Pro forma financial information not applicable
(c) Exhibits
HOME SERVICE MEDICAL INCOME STATEMENTS
(Unaudited)
99.1 Income statements for each of the three month periods ended
September 29, 2000, June 30, 2000, March 31, 2000,
December 31, 1999, and October 1, 1999.
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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 of the
undersigned hereunto duly authorized.
CHRONIMED INC.
(Registrant)
Date: November 13, 2000
By: /s/ Henry F. Blissenbach
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Henry F. Blissenbach
Chief Executive Officer and
Chairman of the Board of Directors
/s/ Gregory H. Keane
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Gregory H. Keane
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Index Page
Number Description of Exhibit Number
------ ---------------------- ------
HOME SERVICE MEDICAL INCOME STATEMENTS
(Unaudited)
99.1 Income statements for each of the three month periods 6
ended September 29, 2000, June 30, 2000, March 31, 2000,
December 31, 1999, and October 1, 1999.
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