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): September 16, 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
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 16, 1998, Unilab executed an agreement to acquire
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 September 17, 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: September 17, 1998 UNILAB CORPORATION
By: /s/ Mark L. Bibi
Name: Mark L. Bibi
Title: Executive Vice President,
Secretary and General Counsel
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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