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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): September 1, 1998
NORTHSTAR HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-21752 25-1697152
(State or other jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification No.)
665 PHILADELPHIA STREET, INDIANA, PENNSYLVANIA 15701
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number including area code: (724) 349-7500
Not Applicable
(Former name or former address, if changed from last report)
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ITEM 5. OTHER EVENTS
a. Amendments to the Bylaws
On August 20, 1998, the Board of Directors, at a regular meeting of the
Board, approved the following amendments to the Corporation's Bylaws in order to
clarify the procedures to be followed and provide for an advance notice in
connection with stockholder proposals to be discussed and voted upon at annual
and special meetings of stockholders; and, to establish procedures by which
stockholders may nominate candidates for election to the Board of Directors:
A. STOCKHOLDER PROPOSALS
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RESOLVED, that in accordance with Title 8, Chapter 1, Section
109 of the Delaware Corporation Laws, Article 8 of the Certificate of
Incorporation of the Corporation, and Article XI of the Bylaws of the
Corporation, the Board of Directors of the Corporation, hereby
approves, adopts, ratifies and confirms the amendment to Article II of
the Bylaws of the Corporation to provide for procedural requirements
pursuant to which stockholders of the Corporation may properly propose
matters, other than nominations for the election of candidates to the
Board of Directors, at annual and special meetings of stockholders.
NOW, THEREFORE, BE IT RESOLVED, that in accordance with Title
8, Chapter 1, Section 109 of the Delaware Corporation Laws, Article 8
of the Certificate of Incorporation of the Corporation, and Article XI
of the Bylaws of the Corporation, Article II of the Bylaws of the
Corporation is hereby amended to add Section 11 which is stated in full
and in its entirety to read as follows:
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 11. Stockholder Proposals. A stockholder may bring a
matter before a meeting of stockholders, other than a nomination for
the election of a candidate to the Board of Directors, only if (a) such
business may otherwise properly be brought before the meeting, (b) such
stockholder shall have given, and the Corporation shall have received
at its principal executive office addressed to the Secretary, written
notice of such matter not less than one hundred twenty (120) calendar
days prior to the first anniversary date of the mailing date of the
Corporation's proxy solicitation materials for the previous year's
annual meeting of stockholders, and (c) in the case of a special
meeting of stockholders, such business is within the purpose or
purposes specified in the notice of the meeting and such stockholder
shall have given, and the Corporation shall have received at its
principal executive office addressed to the Secretary, written notice
of such matter not less than one hundred twenty (120) calendar days
prior to the date of the special meeting.
B. NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD OF DIRECTORS
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RESOLVED, that in accordance with Title 8, Chapter 1, Section
109 of the Delaware Corporation Laws, Article 8 of the Certificate of
Incorporation of the Corporation, and Article XI of the Bylaws of the
Corporation, the Board of Directors of the Corporation hereby approves,
adopts, ratifies and confirms the amendment to Article III of the
Bylaws of the Corporation to provide for procedural requirements
pursuant to which stockholders of the Corporation may properly nominate
candidates for election to the Board of Directors.
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NOW, THEREFORE, BE IT RESOLVED, that in accordance with Title
8, Chapter 1, Section 109 of the Delaware Corporation Laws, Article 8
of the Certificate of Incorporation of the Corporation, and Article XI
of the Bylaws of the Corporation, Article III of the Bylaws of the
Corporation is hereby amended to add Section 12 which is stated in full
and its entirety to read as follows:
ARTICLE III. DIRECTORS
Section 12. Nomination of Candidates for Election to the Board of
Directors. Any stockholder who intends to nominate, or cause to be
nominated, any candidate for the election to the Board of Directors
(other than any candidate proposed by the Corporation's existing Board
of Directors) shall so notify the Secretary of the Corporation in
writing at the principal executive office of the Corporation not less
than one hundred twenty (120) calendar days prior to the first
anniversary date of the mailing date of the Corporation's proxy
solicitation materials for the previous year's annual meeting of
stockholders. Such written notification shall contain the following
information:
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of capital stock of the Corporation owned
by each proposed nominee;
(e) the total number of shares of capital stock of the Corporation
that, to the knowledge of the notifying stockholder, will be
voted for each proposed nominee;
(f) the name and residence of the notifying stockholder;
(g) the number of shares of capital stock of the Corporation owned
by the notifying stockholder; and
(h) an indication of whether each proposed nominee has agreed to
serve on the Corporation's Board of Directors if elected and
qualified.
Any nomination not made in accordance with this Section shall be
disregarded by the presiding officer of the meeting, and votes cast for
each nominee shall be disregarded by the inspector(s) of election. In
the event that the same person is nominated by more than one
stockholder and if at least one nomination for such person complies
with this Section, then the nomination shall be honored and all votes
cast for such nomination shall be counted.
b. Mobile Diagnostic Business
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In March 1998, the Company announced its decision to withdraw from the
mobile diagnostic industry. Due to the inability to reach an agreement with
prospective buyers, the Company has resolved to renew its commitment to mobile
diagnostics. The Company plans to upgrade its ultrasound and mammography testing
equipment in order to comply with upcoming regulatory guidelines and to meet the
demands of the marketplace. During the second quarter of 1998, management fee
revenues from diagnostic services were $374,000, or approximately 4.7% of total
revenues.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses being acquired:None.
(b) Pro Forma financial information: None.
(c) Exhibits:
(3)(ii)(A) Amended Article II, Section 11 of the Bylaws of
Northstar Health Services, Inc.
(3)(ii)(B) Amended Article III, Section 12 of the Bylaws of
Northstar Health Services, Inc.
(99) Press Release, dated September 1, 1998, issued by the
Company regarding the decision to retain interest in the
mobile diagnostic business
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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
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Name: Thomas W. Zaucha
Title: Chief Executive Officer and President
September 1, 1998
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EXHIBIT INDEX
Exhibit Page
(3)(ii)(A)Amended Article II, Section 11 of the Bylaws of
Northstar Health Services, Inc......................................7
(3)(ii)(B)Amended Article III, Section 12 of the Bylaws of
Northstar Health Services, Inc......................................8
(99) Press Release, dated September 1, 1998, issued by the Company
regarding the decision to retain interest in the
mobile diagnostic business..........................................9
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Exhibit 3(ii)A
Amended Article II, Section 11, of the Bylaws of Northstar Health Services, Inc.
ARTICLE II. MEETINGS OF STOCKHOLDERS.
Section 11. Stockholder Proposals. A stockholder may bring a matter
before a meeting of stockholders, other than a nomination for the election of a
candidate to the Board of Directors, only if (a) such business may otherwise
properly be brought before the meeting, (b) such stockholder shall have given,
and the Corporation shall have received at its principal executive office
addressed to the Secretary, written notice of such matter not less than one
hundred twenty days (120) calendar days prior to the first anniversary date of
the mailing date of the Corporation's proxy solicitation materials for the
previous year's annual meeting of stockholders, and (c) in the case of a special
meeting of stockholders, such business is within the purpose or purposes
specified in the notice of meeting and such stockholder shall have given, and
the Corporation shall have received at its principal executive office addressed
to the Secretary, written notice of such matter not less than one hundred twenty
(120) calendar days prior to the date of the special meeting.
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Exhibit 3(ii)B
Amended Article III, Section 12, of the Bylaws of Northstar Health
Services, Inc.
ARTICLE III. DIRECTORS.
Section 12. Nomination of Candidates for Election to the Board of
Directors. Any stockholder who intends to nominate, or cause to be nominated,
any candidate for the election to the Board of Directors (other than any
candidate proposed by the Corporation's then existing Board of Directors) shall
so notify the Secretary of the Corporation in writing at the principal executive
office of the Corporation not less than one hundred twenty (120) calendar days
prior to the first anniversary date of the mailing date of the Corporation's
proxy solicitation materials for the previous year's annual meeting of
stockholders. Such written notification shall contain the following information:
(a) the name and address of each proposed nominee;
(b) the age of each proposed nominee;
(c) the principal occupation of each proposed nominee;
(d) the number of shares of capital stock of the Corporation owned by
each proposed nominee;
(e) the total number of shares of capital stock of the Corporation
that, to the knowledge of the notifying stockholder, will be
voted for each proposed nominee;
(f) the name and residence address of the notifying stockholder;
(g) the number of shares of capital stock of the Corporation owned
by the notifying stockholder; and
(h) an indication of whether each proposed nominee has agreed to serve
on the Corporation's Board of Directors if elected and qualified.
Any nomination not made in accordance with this Section shall be
disregarded by the presiding officer of the meeting, and votes cast for each
such nominee shall be disregarded by the inspector(s) of election. In the event
that the same person is nominated by more than one stockholder and if at least
one nomination for such person complies with this Section, then the nomination
shall be honored and all votes cast for such nomination shall be counted.
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Exhibit (99)
CONTACT: Thomas W. Zaucha, Chairman & CEO
Northstar Health Services, Inc.
(724) 465-3200
Tracey L. Missien, Director of Investor Relations
Northstar Health Services, Inc.
(724) 465-3710
FOR IMMEDIATE RELEASE
NORTHSTAR HEALTH TO RETAIN INTEREST IN MOBILE DIAGNOSTIC INDUSTRY
INDIANA, PA - SEPTEMBER 1, 1998 - Northstar Health Services, Inc. (OTCBB:NSTR)
today announced that it will retain its interest in the mobile diagnostic
business. The Company had previously announced its decision to withdraw from the
mobile diagnostic industry; however, it has not been able to reach a successful
agreement with any potential purchasers. Therefore, the Company has made a
renewed commitment to improve the operational efficiencies and quality of
services of this segment of its business.
Thomas W. Zaucha, Chairman and CEO of Northstar Health Services, Inc. stated,
"We have resolved to revive our present interest in the mobile diagnostic
business. Although we have improved the financial results of this division in
recent months, an injection of additional time and capital will be required to
further strengthen this arm of the Company. We plan to upgrade our ultrasound
and mammography testing equipment in order to comply with upcoming regulatory
guidelines and to meet the demands of the marketplace."
Northstar Health Services, Inc. is a leading regional provider of outpatient
physical rehabilitation services, mobile diagnostic testing and contracted long
term care services in Pennsylvania, Ohio and West Virginia.
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including, without limitations, the outcome of Year 2000
remediation assessments, changes in policies regarding reimbursement, increased
levels of competition, competition for qualified personnel, the outcomes of
current litigation involving the Company, defaults in borrowing arrangements,
outcome of debt restructuring negotiations, and the ability to have its Common
Stock relisted on a national market or exchange and other risks detailed from
time to time in the Company's SEC reports.
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