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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 20, 2000
US DIAGNOSTIC INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-13392 11-3164389
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(Commission File Number) (IRS Employer Identification No.)
250 AUSTRALIAN AVENUE, SUITE 900, WEST PALM BEACH, FLORIDA 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (561) 832-0006
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 9, 2000, US Diagnostic Inc.'s (the "Company") Board of Directors approved
a restructuring plan which allows for the sale of all or substantially all of
its imaging centers. The stockholders approved the sale of the imaging centers
and the restructuring plan at the annual stockholders' meeting held on July 21,
2000. Under the restructuring plan, the Company may reinvest in a new business
or businesses the net proceeds from the imaging center sales. If the Company is
unable to or chooses not to reinvest in a new business, the plan authorizes the
Board to liquidate the Company through distributions to stockholders. The plan
allows the Board to seek, at any time, debt refinancing as an alternative to the
sale of the imaging centers.
On July 25, 2000, the Company and each seller named in Exhibit A of the Asset
Purchase Agreement (the "Sellers"), a copy of which is attached as Exhibit 2(e)
hereto and incorporated by reference herein, entered into an Asset Purchase
Agreement with Comprehensive Diagnostic Imaging, Inc. and Comprehensive Medical
Imaging, Inc. (collectively referred to as "CMI") whereby CMI agreed to purchase
from the Sellers substantially all of the assets of 14 centers other than the
Sellers' cash and cash equivalents, prepaid expenses, security deposits (except
for one deposit) and accounts receivable. In addition, CMI agreed to assume
certain liabilities of the Sellers with respect to such centers.
On September 20, 2000, the Sellers completed the transactions contemplated by
such agreement other than with respect to one center, for which the consent to
transfer was not obtained. The aggregate sales price for the assets was $32.0
million, consisting of cash received of $30.7 million, and debt assumed by CMI
of $1.3 million. Immediately upon the closing, $3.0 million of the cash proceeds
were used to repay a portion of the Company's revolving credit loan with DVI
Business Credit Corporation, $5.8 million was paid to DVI Financial Services to
repay a portion of an unsecured loan, and $13.8 million was paid as full payment
on various equipment and cash flow notes.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Pro Forma Financial Information
(1) US Diagnostic Inc. Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of June 30, 2000.
(2) Because the Company's imaging centers have been
classified as discontinued operations in the
Company's recent SEC filings, a presentation of pro
forma statements of operations has not been
presented.
The following unaudited pro forma condensed consolidated balance sheet as of
June 30, 2000 gives effect to the sales of the sold centers as if they had
occurred on June 30, 2000.
Had pro forma statements of operations been presented, there would have been no
adjustments to the loss from continuing operations.
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US DIAGNOSTIC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
AT JUNE 30, 2000
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CMI
HISTORICAL ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $5,222 $ 30,689 (a)
(22,597)(b) $13,314
Net assets of discontinued operations 13,147 11,454 (b)
(1,747)(c)
(13,640)(d)
(68)(e)
(66)(f)
(397)(g) 8,683
Other receivables 52 -- 52
Prepaid expenses and other current assets 629 -- 629
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Total Current Assets 19,050 3,628 22,678
PROPERTY AND EQUIPMENT, net 2,736 -- 2,736
OTHER ASSETS 108 -- 108
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TOTAL ASSETS $ 21,894 $ 3,628 $ 25,522
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,433 $ -- $ 1,433
Current portion of long-term debt 34 -- 34
Obligations under capital leases - current portion 205 -- 205
Other current liabilities 73 -- 73
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TOTAL CURRENT LIABILITIES 1,745 -- 1,745
Long-term debt, net of current portion 93 -- 93
Obligations under capital leases, net of current portion 567 -- 567
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TOTAL LIABILITIES 2,405 -- 2,405
STOCKHOLDERS' EQUITY
Preferred stock -- -- --
Common stock 227 -- 227
Additional paid-in capital 147,944 -- 147,944
Deferred stock-based compensation (268) -- (268)
Accumulated deficit (128,414) 3,628(g) (124,786)
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19,489 3,628 23,117
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 21,894 $ 3,628 $ 25,522
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</TABLE>
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PRO FORMA BALANCE SHEET ADJUSTMENTS AT JUNE 30, 2000:
(a) To reflect net proceeds of $32.0 million in cash less $1.3 million
assumption of debt for CMI transaction.
(b) To reflect payoff of other debt with proceeds from sale.
(c) To reflect the sale of the applicable assets and liabilities to CMI.
(d) To reflect the write-off of goodwill and other intangibles upon sale.
(e) To reflect write-off of allocated network and computer software upon sale.
(f) To reflect write-off of certain prepaid expense upon sale of the related
deposit.
(g) To reflect the estimated net gain net of state income taxes of $397,000
from the sale to CMI.
(c) Exhibits
2(a) Asset Purchase Agreement, dated July 25, 2000, by and
among Comprehensive Diagnostic Imaging, Inc.,
Comprehensive Medical Imaging, Inc. and US Diagnostic
Inc. and each seller named in Exhibit A of the Asset
Purchase Agreement.
2(b) First Amendment to Asset Purchase Agreement dated
August 31, 2000.
2(c) Second Amendment to Asset Purchase Agreement dated
September 15, 2000.
2(d) Third Amendment to Asset Purchase Agreement dated
September 20, 2000.
2(e) Exhibit A of Asset Purchase Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
US DIAGNOSTIC INC.
Dated: October 4, 2000 By: /s/ JOSEPH A. PAUL
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Joseph A. Paul
President and Chief Executive Officer
By: /s/ P. ANDREW SHAW
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P. Andrew Shaw
Executive Vice President and Chief
Financial Officer
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Exhibit Index
EXHIBIT NO. DESCRIPTION
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2(a) Asset Purchase Agreement, dated July 25, 2000, by and among
Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical
Imaging, Inc. and US Diagnostic Inc. and each seller named in
Exhibit A of the Asset Purchase Agreement.
2(b) First Amendment to Asset Purchase Agreement dated August 31,
2000.
2(c) Second Amendment to Asset Purchase Agreement dated September
15, 2000.
2(d) Third Amendment to Asset Purchase Agreement dated September
20, 2000.
2(e) Exhibit A of Asset Purchase Agreement.
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