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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): August 1, 1997
NORTHSTAR HEALTH SERVICES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-21752 25-1697152
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
665 Philadelphia Street, Indiana, Pennsylvania 15701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 349-7500
Not Applicable
(Former name or former address, if changed from last report)
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Item 1. Changes in Control of Registrant.
On August 1, 1997, a unanimous panel of the Delaware Supreme Court
affirmed the decision of the Delaware Chancery Court confirming the
election of five new directors to the Company's Board of Directors and
the concurrent removal of all of the incumbent directors other than
Thomas W. Zaucha. The present Northstar Board, which has been in office
since May 8, 1997, was elected by written consent of the holders of 61%
of Northstar's outstanding common shares and consists of Mr. Zaucha
(Chairman), Lawrence F. Jindra, M.D., James H. McElwain, Mark G.
Mykityshyn, Roger J. Reschini and David B. White.
Northstar's 1997 Annual Meeting of Stockholders is currently scheduled
for September 11, 1997, in Indiana, Pennsylvania.
Item 5. Other Events.
The Company is also terminating its existing profit-sharing
arrangements with the four therapists charged with managing the
Company's clinics in Indiana, PA, Blairsville, PA, Natrona Heights, PA,
Saltsburg, PA and Holiday Park, PA. The Company expects to pay
approximately $550,000 in termination payments pursuant to existing
agreements with these employees. Under these arrangements, the Company
paid these employees approximately $130,000 in the first six months of
1997 and will no longer incur such costs following the contemplated
transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses being acquired: None.
(b) Pro Forma financial information: None.
(c) Exhibits:
99.1 Press release, dated August 4, 1997, issued by the
Company regarding the ruling of the Delaware Supreme
Court.
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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 by the
undersigned hereunto duly authorized.
NORTHSTAR HEALTH SERVICES, INC.
/s/ Thomas W. Zaucha
Name: Thomas W. Zaucha
Title: Chief Executive Officer
and President
August 5, 1997
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EXHIBIT INDEX
Exhibit
99.1 Press release, dated August 4, 1997, issued by the Company
regarding the ruling of the Delaware Supreme Court
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Contact: Thomas W. Zaucha, CEO
Northstar Health Services, Inc.
(412) 465-3201
Tracey L. Missien, Director of Marketing
Northstar Health Services, Inc.
(412) 465-3711
For Immediate Release
Directors Led by Thomas Zaucha Confirmed
As Board 0f Northstar Health
Indiana, PA - August 4, 1997 - Northstar Health Services, Inc. (NSTR:OTCBB)
announced today that the Delaware Supreme Court has confirmed the March 1997
election of a new slate of directors led by Thomas W. Zaucha and the ouster of a
rival director group. Mr. Zaucha, a professional physical therapist, founded
Northstar's principal subsidiary, Keystone Rehabilitation Systems in 1981, and
has been a member of the Northstar Board since 1995.
Mr. Zaucha, who became Northstar's Chief Executive Officer in 1995 and Chairman
of the Board in 1996, had experienced widening disagreements with other Board
members concerning a variety of corporate governance issues, which ultimately
led to his commencement, in February 1997, of a consent solicitation to remove
all the other members of the Board and to elect five new Directors. On March 24,
1997, Mr. Zaucha delivered written consents representing 61% of the outstanding
Northstar shares. The results of the election were confirmed by the Delaware
Chancery Court on May 8, 1997 in a decision affirmed last Friday by the Delaware
Supreme Court.
Mr. Zaucha stated: "This decision is an important milestone in our efforts to
bring Northstar back to financial and operational health. We now have a united,
hardworking Board, dedicated to the interests of stockholders, employees and
patients. Many challenges lie ahead, but with the affirmation of this Board, it
is now time to move forward."
Northstar plans to hold an annual meeting of stockholders on September 11, 1997,
in Indiana, Pennsylvania.
Northstar Health Services, Inc. is a leading regional provider of physical
rehabilitation, mobile diagnostics and contracted long term care services at
outpatient rehabilitation clinics and by contract to other healthcare facilities
in Pennsylvania, Ohio and West Virginia.
