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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
APRIL 17, 1998
Date of Report (Date of earliest event reported)
PEDIATRIC SERVICES OF AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-23946 58-1873345
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(State of incorporation) (Commission (IRS Employer
File Number) Identification NO.)
310 Technology Parkway, Norcross, Georgia 30092-2929
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (770)441-1580
Page 1 of 4, including Exhibits.
Index to Exhibits is on page 3 hereof.
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ITEMS 5. OTHER EVENTS
On April 16, 1998, the Registrant consummated a private offering of
$75,000,000 aggregate principal amount of 10% Senior Subordinated Notes due
April 15, 2008 (the "Notes"). See the following press release dated April 14,
1998. The net proceeds from the offering of the Notes will be used to repay
existing indebtedness of the Registrant.
ITEM 7. EXHIBITS
The following exhibits are filed with this report. The Registrant will
furnish any exhibit upon request to Pediatric Services of America, Inc., 310
Technology Parkway, Norcross, Georgia 30092. There is a charge of $.50 per page
to cover expenses for copying and mailing.
4 Indenture, dated April 16, 1998. To be filed by amendment or in the
Registrant's quarterly report on Form 10-Q for the period ending March 31,
1998.
99.1 Press Release, dated April 14, 1998, filed herewith.
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, thereunto duly authorized.
PEDIATRIC SERVICES OF AMERICA, INC.
By: /s/ Stephen M. Mengert
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Stephen M. Mengert
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
Dated: April 17, 1998
Page 2
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INDEX TO EXHIBITS
EXHIBITS PAGE NO.
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The following exhibits are filed with this report. The
Registrant will furnish any exhibit upon request to
Pediatric Services of America, Inc., 310 Technology
Parkway, Norcross, Georgia 30092. There is a charge of
$.50 per page to cover expenses for copying and
mailing. N/A
4 Indenture, dated April 16, 1998. To be filed by
amendment or in the Registrant's quarterly report on
Form 10-Q for the period ending March 31, 1998.
99.1 Press Release, dated April 14, 1998, filed herewith. 4
Page 3
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EXHIBIT 99.1
PEDIATRIC SERVICES OF AMERICA, INC. ANNOUNCES
PRIVATE OFFERING OF $75,000,000 PRINCIPAL
AMOUNT OF SENIOR SUBORDINATED NOTES DUE 2008
NORCROSS, GA, APRIL 14, 1998......PEDIATRIC SERVICES OF AMERICA, INC.
(NASDAQ:PSAI) today announced a private offering of $75,000,000 aggregate
principal amount of 10% Senior Subordinated Notes due April 15, 2008. Interest
on the Notes will accrue from the date of issuance and will be payable semi-
annually on April 15 and October 15 of each year, commencing October 15, 1998.
The Notes are redeemable for cash at any time on or after April 15, 2003, at the
option of the Company, in whole or in part, at the redemption prices set forth
in the Notes, plus accrued and unpaid interest to the date of redemption. In
addition, subject to certain conditions, at any time prior to April 15, 2001,
the Company may redeem up to 25% of the aggregate principal amount of the Notes
originally issued with the net proceeds from one or more public offerings of
common stock of the Company at a redemption price equal to 110% of the principal
amount to be redeemed plus accrued and unpaid interest to the date of
redemption. The Notes will be general unsecured obligations of the Company,
subordinated in right of payment to all existing and future Senior Debt (as
defined in the Notes) of the Company, including indebtedness under the Company's
existing bank credit facility.
The net proceeds from the offering of the Notes will be used to repay existing
indebtedness of the Company. It is expected that the closing of the offering
will occur on April 16, 1998.
The Notes offered by the Company have not been registered under the Securities
Act of 1993, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of such Act.
FOR FURTHER INFORMATION CONTACT:
JOSEPH D. SANSONE, PRESIDENT/CEO
OR
STEPHEN M. MENGERT, SR. VICE PRESIDENT FINANCE/CFO
770-441-1580
Forward looking statements made in this release involve a number of risks and
uncertainties, including, but not limited to changes in government regulation
and health care reforms, ability to execute on the company's acquisition and
strategic alliance programs, both in finding suitable acquisitions and alliance
candidates and financing therefor, changing economic and market conditions and
other risk factors detailed in the company's Securities and Exchange Commission
filing.
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