UNILAB CORP /DE/
8-K, 1998-11-02
MEDICAL LABORATORIES
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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):  October 29, 1998


                      Unilab Corporation ("Unilab")
           (Exact name of registrant as specified in its charter)


                                   Delaware
                 (State or other jurisdiction of incorporation)


             33-77286                       95-4415490 
     (Commission File Number)      (I.R.S. Employer Identification Number)


   18448 Oxnard Street, Tarzana, California               91356
   (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:  (818) 996-7300


- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)


<PAGE>


Item 5.     Other Events

       On  October  28,  1998,  the U.S.  Bankruptcy  Court  approved
Unilab's acquisition of substantially all of the assets of Meris Laboratories,
Inc., as described in the attached press release.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

            (c)      Exhibit

            99.1     Press Release, dated October 29, 1998.


<PAGE>



                                    SIGNATURE



         Pursuant  to the  requirements  of the  Securities  Exchange  Act 1934,
Unilab Corporation has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:   October 29, 1998             UNILAB CORPORATION



                                      By:    /s/   Mark L. Bibi
                                      Name:  Mark L. Bibi
                                      Title: Executive Vice President,
                                             Secretary and General Counsel


<PAGE>




PRESS RELEASE                                 UNILAB CORPORATION
                                              (AMEX:ULB)
                                              18448 Oxnard Street
                                              Tarzana, CA  91356
                                              www.Unilab.com

                                              For Further Information:
                                              Charles Kim
                                              Phone: (818) 758-6607
                                              e-mail: [email protected]
                                              Richard Michaelson
                                              Phone: (201) 525-1000


IMMEDIATE RELEASE
September 17, 1998

                UNILAB CORPORATION EXECUTES AGREEMENT TO ACQUIRE
                   MERIS LABORATORIES OF SAN JOSE, CALIFORNIA

TARZANA, CA,  September 17, 1998 -- UNILAB  Corporation  (AMEX:  ULB) announced
today  that it  has  signed  a  definitive  agreement  for  Unilab  to  acquire
substantially all  of  the  assets  (including  the  customer  list)  of  Meris
Laboratories, Inc. Meris is one of the leading regional independent laboratories
in Northern  California with 1997 revenue of  approximately $30 million.  Meris
filed for bankruptcy  protection under Chapter 11 in November, 1997. Completion
of this transaction is conditioned upon the approval of the bankruptcy court and
other customary closing conditions.

The purchase price consists of a $14 million convertible subordinated note ("the
Note") and the incurrence  of $2.5 million of  liabilities  payable to Meris in
equal installments over 72 months. The Note has an 8-year term with a $3.00 per
share conversion price,  and bears a 7.5%  interest  rate.  In addition to the
customer list, Unilab will acquire  approximately  $6.5 million of assets,  the
majority of which are trade accounts receivable.

David Weavil,  Chairman and CEO of Unilab,  stated,  "We are very excited about
this strategic growth  opportunity by the addition of the Meris business.  This
move  reaffirms our  commitment  to being the premier  provider  of  laboratory
services in California, and evidences our enthusiasm for the  opportunity  that
exists in this market through planned growth and attention to detail. Meris has
a  long  history  of  providing  quality   laboratory   services  to California
physicians, and serves a respected list of clients. This transaction creates an
exciting opportunity for Unilab to expand into favorable new markets, while also
gaining a sizeable  new client base in areas  currently  covered by our existing
field infrastructure."

Weavil added,  "We believe this  purchase  should help us to achieve our growth
objectives in a cost effective manner, while also creating significant potential
efficiency gains.  We are prepared to execute a thorough and swift  integration
plan  which is  designed  to  maintain  our new  client  relationships  through
excellent service, preserve our cash reserves, and enhance profitability. Simply
put, we believe this acquisition is a tremendous opportunity for Unilab, and can
be very beneficial to clients, shareholders and employees."

The statements in this press release that are not historical facts may be deemed
to be forward-looking statements.  Each of the above forward-looking statements
is subject to change based on various risks and uncertainties, including without
limitation,  legislative and regulatory developments and competitive actions in
the  marketplace  that could cause the outcome to be materially  different  from
stated.  Certain of these risks and uncertainties  are listed in the  Company's
1997 Form 10-K.

Unilab Corporation  is the  largest  provider of  clinical  laboratory  testing
services in California  through its primary  testing  facilities in Los Angeles,
San Jose and Sacramento  and over 200 regional  service and testing  facilities
located throughout the state.


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