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): April 6, 1999
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 April 5, Unilab executed a definitive agreement to acquire
substantially all of the assets of Physicians Clinical Laboratory, d/b/a
Bio-Cypher Laboratory as described in the attached press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
99.1 Press Release, dated April 6, 1999.
<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: April 6, 1999 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:
Melissa Mahoney
Phone: (818) 758-6607
e-mail: [email protected]
IMMEDIATE RELEASE
April 6, 1999
UNILAB CORPORATION EXECUTES AGREEMENT TO ACQUIRE
BIO-CYPHER LABORATORY OF SACRAMENTO, CALIFORNIA
TARZANA, CA, April 6, 1999 -- 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 Physicians Clinical
Laboratory (doing business as Bio-Cypher Laboratories) ("BCL"). Second only to
Unilab, BCL is the largest regional independent laboratory in California with
1998 revenue of approximately $60 million. Completion of this transaction is
conditioned upon the receipt of Hart-Scott-Rodino approval and other customary
closing conditions.
The purchase price consists of one million shares of Unilab common stock,
approximately $8 million cash, and a $25 million Convertible Note. The Note
bears a 7.5% interest rate, and has $10 million annual principal payments, which
may be paid in cash or in shares of Unilab common stock, at Unilab's option, at
a $3.00 per share conversion price for 75% of the Note, with the balance
converting at then-current market price. In addition to the customer list,
Unilab will acquire approximately $12 million of assets, the majority of which
are trade accounts receivable, and will assume liabilities of approximately $4
million. In connection with the Closing, BCL will repay its trade receivables
financing facility and deliver its receivables free and clear.
David Weavil, Chairman and CEO of Unilab, stated, "We are certainly excited
about the prospects this transaction presents to Unilab. This acquisition of the
BCL business is consistent with our previously announced top-line growth
strategy. We are confident, following our successful integration of last year's
Meris Labs acquisition, that this represents another opportunity to further
strengthen Unilab.
Weavil added, "We are firmly dedicated to being the finest laboratory services
option to the California medical community, and this investment is tangible
evidence of that dedication. We believe this transaction allows Unilab to
enhance services and profitability while preserving our cash reserves."
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
1998 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 250 regional service and testing facilities
located throughout the state.
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