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: May 28, 1996
U.S. DIAGNOSTIC LABS INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-13392 04-3047911
(Commission File Number) (IRS Employer Identification No.)
777 S. FLAGLER DRIVE, WEST PALM BEACH., FLORIDA 33401
(Address of principal executive offices) (Zip Code)
(407) 832-0006
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On May 28, 1996, the Company called for redemption on June 28, 1996 all
of its outstanding Redeemable Class A Warrants for cash at the redemption price
of $.05 per Class A Warrant. Accordingly, after 5:00 p.m., New York Time on June
28, 1996, the Class A Warrants will no longer be exercisable for shares of the
Company's Common Stock and Class B Warrants and the holders will only have the
right to receive the redemption price.
Item 7. FINANCIAL STATMENTS AND EXHIBITS.
(c) Exhibits.
4.5 Notice of Redemption to Class A Warrant holders.
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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.
U.S. DIAGNOSTIC LABS INC.
By: /S/ JEFFREY A. GOFFMAN
-----------------------------------
Jeffrey A. Goffman, Chairman and
Chief Executive Officer
Date: May 28, 1996
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U.S. DIAGNOSTIC LABS INC.
REDEEMABLE CLASS A WARRANTS
NOTICE OF REDEMPTION
U.S. Diagnostic Labs Inc. (the "Company") hereby exercises its right,
pursuant to the Warrant Agreement dated as of October 20, 1994, as amended,
among the Company, American Stock Transfer & Trust Company, as Warrant Agent
(the "Warrant Agent") and D. H. Blair Investment Banking Corp. ("Blair") to
redeem on June 28, 1996 (the "Redemption Date") all of the Company's then
outstanding Redeemable Class A Warrants (the "Class A Warrants").
TERMS OF REDEMPTION
Redemption Date: June 28, 1996
Redemption Price: $.05 per Warrant
CESSATION OF RIGHT TO EXERCISE AND OTHER RIGHTS OF CLASS A WARRANT HOLDERS
The right of Class A Warrant holders to exercise their Class A Warrants
to purchase shares of the Common Stock, $.01 par value per share (the "Common
Stock") and Redeemable Class B Warrants ("Class B Warrants") of the Company will
terminate at 5:00 p.m., New York Time on June 28, 1996. After such time, holders
of Class A Warrants will have no rights except to receive, upon surrender of the
Class A Warrants, the Redemption Price. The Redemption Price is substantially
less than either (i) the market price of the Common Stock receivable upon
exercise of the Class A Warrant or (ii) the price that could be obtained upon
the sale of the Class A Warrants in the open market.
REDEMPTION PROCEDURE
Payment of the amount to be received on redemption will be made by the
Company upon the presentation and surrender of the Class A Warrants for payment
at any time on or after the Redemption Date. To surrender Class A Warrants for
redemption, Class A Warrant holders should deliver certificates representing the
Class A Warrants to the Warrant Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
EXERCISE RIGHTS
In lieu of surrendering the Class A Warrants for redemption, Class A
Warrant holders may, at their option, exercise their Class A Warrants to
purchase Common Stock and Class B Warrants. After 5:00 p.m., New York Time, on
June 28, 1996, Class A Warrants will no longer be exercisable for shares of
Common Stock and Class B Warrants.
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EXERCISE PRICE
Each Class A Warrant entitles the holder to purchase one share of
Common Stock and one Class B Warrant at a price of $6.25 per share. The closing
bid price per share of the Common Stock as reported by the Nasdaq National
Market on May 24, 1996 was $10 13/16. From April 12, 1996 through May 23, 1996,
the reported closing bid price on the Nasdaq National Market ranged from a high
of $10 13/16 to a low of $7 3/4 per share. On May 24, 1996 the last sale price
per Class A Warrant was $7 7/8.
EXERCISE PROCEDURE
The Class A Warrants may be exercised by delivery of the Class A
Warrants to the Warrant Agent, at the address set forth above, on or before 5:00
p.m. New York Time, on June 28, 1996. The Warrants so delivered must be
accompanied by a bank or certified check made payable to U.S. Diagnostic Labs
Inc. for the full amount of the Exercise Price ($6.25 for each Class A Warrant
exercised). The Subscription Form on the reverse side of each Warrant must be
completed in full and signed. Provided that a Notice of Exercise and payment of
the exercise price is received by the Warrant Agent prior to 5:00 p.m. New York
Time on June 28, 1996, broker-dealers shall have five business days to deliver
Class A Warrant certificates to the Warrant Agent.
SOLICITATION AGENT
D.H. Blair Investment Banking Corp. is acting as the Company's
Solicitation and Information Agent in connection with the exercise of the Class
A Warrants. Questions and requests for assistance should be directed to David
Nachamie at (212) 495-4105, or Kenton Wood at D. H. Blair & Co., Inc. at (212)
495-4400.
Each Warrant will be deemed exercised on the date upon which it, the
fully completed and signed Subscription Form and the Exercise Price are received
by the Warrant Agent.
ANY WARRANT RECEIVED WHICH IS NOT ACCOMPANIED BY PAYMENT OF THE
EXERCISE PRICE OR WHICH IS RECEIVED WITHOUT THE SUBSCRIPTION FORM
HAVING BEEN COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN DELIVERED
FOR REDEMPTION, AND NOT FOR EXERCISE.
BLUE SKY LAWS
The shares of Common Stock and Class B Warrants issuable upon exercise
of the Class A Warrants are registered, or qualified for an exemption from
registration, under the securities or "blue sky" laws of the state in all
states.
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