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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: July 15, 1994
CORAM HEALTHCARE CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware 1-11343 33-0615337
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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4675 MacArthur Court, Suite 1250 Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
(714) 955-8776
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(Registrant's telephone number including area code)
One Lakeshore Center 3281 Guasti Road, Suite 700 Ontario, California 91761
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 8, 1994, Coram Healthcare Corporation, a
Delaware corporation ("Coram" or the "Registrant"), consummated the
acquisition and merger (the "Merger") of four public companies -- T(2)
Medical, Inc., a Delaware corporation ("T(2)"), Curaflex Health
Services, Inc., a Delaware corporation ("Curaflex"), HealthInfusion,
Inc., a Florida corporation ("HealthInfusion"), and Medisys, Inc., a
Delaware corporation ("Medisys"), pursuant to and in accordance with
that certain Agreement and Plan of Merger dated as of February 6,
1994, as amended by that certain First Amendment to Agreement and Plan
of Merger dated May 25, 1994, and as further amended by that certain
Second Amendment to Agreement and Plan of Merger dated July 8, 1994
(the "Merger Agreement"), by and among the Registrant, T(2), Curaflex,
HealthInfusion, Medisys, T(2) Acquisition Company, a Delaware
corporation and wholly owned subsidiary of the Registrant ("T(2)
Acquisition"), C H S Acquisition Company, a Delaware corporation and
wholly owned subsidiary of the Registrant ("CHS Acquisition"), H I I
Acquisition Company, a Florida corporation and wholly owned subsidiary
of the Registrant ("HII Acquisition"), and M I Acquisition Company, a
Delaware corporation and wholly owned subsidiary of the Registrant
("MI Acquisition"). The Merger Agreement and the consummation of the
transactions contemplated thereby was approved by the respective
stockholders of T(2), Curaflex, HealthInfusion and Medisys at
respective special meetings of such stockholders held on July 8, 1994.
Pursuant to the Merger Agreement, (i) T(2)
Acquisition was merged with and into T(2) Acquisition with T(2) as the
surviving corporation, CHS Acquisition was merged with and into
Curaflex with Curaflex as the surviving corporation, HII Acquisition
was merged with and into HealthInfusion with HealthInfusion as the
surviving corporation and MI Acquisition was merged with and into
Medisys with Medisys as the surviving corporation and (ii) each
outstanding share of T(2) common stock was converted into the right to
receive 0.63 of a share of Coram common stock, each outstanding share
of Curaflex common stock was converted into the right to receive 0.333
of a share of Coram common stock, each outstanding share of
HealthInfusion common stock was converted into the right to receive
0.447 of a share of Coram common stock, each outstanding share of
Medisys common stock was converted into the right to receive 0.243 of
a share of Coram common stock and each outstanding stock option,
warrant and other right to acquire T(2) common stock, Curaflex common
stock, HealthInfusion common stock and Medisys common stock was
converted into the right to acquire shares of Coram common stock on
the same terms and conditions, except that the number and exercise
price was adjusted based on the applicable exchange ratio for the
underlying T(2) common stock, Curaflex common stock, HealthInfusion
common stock or Medisys common stock.
The Merger will be accounted for as a "pooling of
interests" for financial reporting purposes and treated as a tax-free
reorganization for federal income tax purposes. Prior period results
of the previously separate companies will be combined to reflect the
Merger.
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Prior to the consummation of the Merger, the shares
of common stock of T(2) were reported on the New York Stock Exchange
under the symbol "TSQ" and the shares of common stock of each of
Curaflex, HealthInfusion and Medisys were reported on The National
Association of Securities Dealers, Inc. Automated Quotation System
-National Market System under the symbols "CFLX," "HINF" and "MEDS,"
respectively. Coram common stock is listed on the New York Stock
Exchange under the symbol "CRH" and began trading on the New York
Stock Exchange on July 11, 1994, on a "when issued" basis. On July
11, 1994, the Registrant issued a press release announcing the
completion of the Merger. A copy of such press release is attached
hereto as Exhibit 99 and is incorporated herein by reference.
T(2) is a leading provider of alternate-site
treatment services in the United States with sites of service in over
100 cities and 38 states. These services include home infusion
therapy, ambulatory infusion "Intracare" centers, outpatient
lithotripsy, pediatric homecare, physician practice management and
ambulatory surgery centers.
Curaflex is a national provider of comprehensive
infusion therapy and related services to patients in the home and
alternate site environments. Its home infusion therapy operations
include 32 regional centers and 4 satellite facilities strategically
located in major U.S. markets. Curaflex also provides infusion
therapy as part of a broader program of clinical care, at 7 disease-
specific outpatient centers focusing on the treatment of complex
long-term diseases and operates a national prescription benefit drug
program.
HealthInfusion is a national provider of home
infusion therapy services and currently operates 35 branch facilities
serving 26 states. HealthInfusion also provides services to the
contract research industry for the research and development of new
products and services and provides case management and acute care
dialysis services.
Medisys provides comprehensive home infusion therapy
services and products, which involve the intravenous or other
administration of physician-prescribed nutrients, antibiotics,
chemotherapeutic agents or other medications to patients in their
homes. Medisys also provides comprehensive pharmacy services to
long-term care and retirement communities. These services include
prescription dispensing, pharmaceutical consulting, IV therapy,
enteral therapy and medical supplies. Medisys maintains operations in
Minnesota, Wisconsin, Texas, Ohio, Illinois, Arizona, Missouri, Kansas
and California.
The Registrant presently intends to continue the
respective operations of T(2), Curaflex, HealthInfusion and Medisys in
substantially the same manner as conducted prior to the Merger.
Additional information with respect to the Merger is set forth in the
Joint Proxy Statement/Prospectus of T(2), Curaflex, HealthInfusion and
Medisys dated June 9, 1994 (the "Joint Proxy Statement"), filed with
the Securities and Exchange Commission (the "Commission") on June 15,
1994 and is incorporated herein by reference to the extent
appropriate.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Incorporated herein by reference to the Joint Proxy Statement,
which is hereby incorporated herein by reference to the extent
appropriate.
(b) Pro forma financial information (unaudited).
Incorporated herein by reference to the Joint Proxy Statement,
which is hereby incorporated herein by reference to the extent
appropriate.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated as of February 6, 1994, by and among the Registrant, T(2), Curaflex,
HealthInfusion, Medisys, T(2) Acquisition, CHS Acquisition, HII Acquisition and MI Acquisition
(incorporated herein by reference to Appendix A-1 to the Joint Proxy Statement).
2.2 First Amendment to Agreement and Plan of Merger dated as of May 25, 1994, by and among the Registrant,
T(2), Curaflex, HealthInfusion, Medisys, T(2) Acquisition, CHS Acquisition, HII Acquisition and
MI Acquisition (incorporated herein by reference to Appendix A-2 to the Joint Proxy Statement).
2.3 Second Amendment to Agreement and Plan of Merger dated as of July 8, 1994, by and among the Registrant,
T(2), Curaflex, HealthInfusion, Medisys, T(2) Acquisition, CHS Acquisition, HII Acquisition and
MI Acquisition.
20 Joint Proxy Statement/Prospectus dated June 9, 1994 of T(2), Curaflex, HealthInfusion and Medisys, filed
with the Commission on June 15, 1994 (incorporated herein by reference).
23 Consent of Deloitte & Touche.
99 Press Release dated February 11, 1994, announcing the completion of the Merger.
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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 thereunto duly authorized.
Date: July 15, 1994
CORAM HEALTHCARE CORPORATION
By: /s/ James M. Sweeney
----------------------------------------
James M. Sweeney,
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Document Description Sequentially Numbered Page
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2.1 Agreement and Plan of Merger dated
as of February 6, 1994, by and among
the Registrant, T(2), Curaflex,
HealthInfusion, Medisys, T(2)
Acquisition, CHS Acquisition, HII
Acquisition and MI Acquisition
(incorporated herein by reference
to Appendix A-1 to the definitive
Joint Proxy Statement/Prospectus of
T(2), Curaflex, HealthInfusion and
Medisys dated June 9, 1994 (the
"Joint Proxy Statement"), filed
with the Securities and Exchange
Commission on June 15, 1994).
2.2 First Amendment to Agreement and Plan
of Merger dated as of May 25, 1994,
by and among the Registrant, T(2),
Curaflex, HealthInfusion, Medisys,
T(2) Acquisition, CHS Acquisition,
HII Acquisition and MI Acquisition
(incorporated herein by reference to
Appendix A-2 to the Joint Proxy Statement).
2.3 Second Amendment to Agreement and Plan 7
of Merger dated as of July 8, 1994,
by and among the Registrant, T(2),
Curaflex, HealthInfusion, Medisys,
T(2) Acquisition, CHS Acquisition,
HII Acquisition and MI Acquisition.
20 Joint Proxy Statement/Prospectus dated
June 9, 1994 of T(2), Curaflex,
HealthInfusion and Medisys, filed with the
Commission on June 15, 1994 (incorporated
herein by reference).
23 Consent of Deloitte & Touche. 11
99 Press Release dated July 11, 1994, 12
announcing the completion of the
Merger.
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EXHIBIT 2.3
TO CURRENT REPORT ON
FORM 8-K
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of July
8, 1994 (this "First Amendment"), is made by and among CORAM HEALTHCARE
CORPORATION, a Delaware corporation (formerly "CHM Holding Corporation")
("Newco"), T(2) Medical, Inc., a Delaware corporation ("T(2)"),
T(2) Acquisition Company, a Delaware corporation and wholly-owned subsidiary of
Newco ("T(2) Sub"), Curaflex Health Services, Inc., a Delaware corporation
("CHS"), CHS Acquisition Company, a Delaware corporation and wholly-owned
subsidiary of Newco ("CHS Sub"), HealthInfusion, Inc., a Florida corporation
("HII"), HII Acquisition Company, a Florida corporation and wholly-owned
subsidiary of Newco ("HII Sub"), Medisys, Inc., a Delaware corporation ("MI"),
and MI Acquisition Company, a Delaware corporation and wholly-owned subsidiary
of Newco ("MI Sub"). The parties hereto are sometimes hereinafter referred to,
collectively, as the "Companies" or the "Constituent Corporations" or,
individually, as a "Company" or a "Constituent Corporation."
WHEREAS, each of the parties hereto is a party to that certain
Agreement and Plan of Merger, dated February 6, 1994 (the "Original Merger
Agreement"), pursuant to which and subject to the terms and conditions set
forth therein, each of T(2), CHS, HII and MI agreed to be acquired by and
become wholly-owned subsidiaries of Newco; and
WHEREAS, each of the parties hereto is a party to that certain First
Amendment to Agreement and Plan of Merger dated as of May 25, 1994 (together
with the Original Merger Agreement, the "Merger Agreement"), pursuant to which
the parties hereto agreed to certain amendments to the Original Merger
Agreement, as more particularly set forth therein; and
WHEREAS, the parties hereto desire to further amend certain provisions
of the Merger Agreement, as more particularly set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the following
covenants and agreements, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, the parties hereto hereby agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the same respective meanings ascribed to such
terms in the Merger Agreement.
2. Amendments.
(a) Schedule 1 of Exhibit 2.7 to the Merger Agreement is
hereby amended by deleting the subsection thereof entitled "LAVERTY EMPLOYMENT
AGREEMENT" in its entirety and replacing said subsection with the following new
subsection:
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"LAVERTY EMPLOYMENT AGREEMENT
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Participant Charles A. Laverty, Senior Executive
Vice President
Term: One Year
Base Salary: $450,000 per annum
Incentive Compensation: An annual bonus of up to 100% of Base Salary will be payable in
cash and/or Newco Shares, upon Newco achieving certain
performance objectives for the year in question as set by the
Chairman of Newco or by Newco's Board of Directors or a committee
thereof.
Stock Option: On December 1, 1994, Mr. Laverty will be granted an option to
purchase 100,000 Newco Shares at an exercise price equal to the
closing price of Newco Shares on the date the option is granted;
provided, that Mr. Laverty has not voluntarily terminated his
employment with Newco prior to such date. Such options shall be
fully vested and immediately exercisable as of the time of grant.
Severance: Upon the termination of Mr. Laverty's employment for any reason
(other than by Newco "for cause"), including expiration of the
term of Mr. Laverty's employment agreement with Newco, Newco
shall pay to Mr. Laverty a severance/non-compete payment of
$2,500,000, payable over three years in thirty-six (36) equal
monthly installments (co-extensive with the three year non-
compete period) commencing the first day of the calendar month
after termination.
Other Provisions: Benefits; payment by Newco of all fees, costs and expenses
incurred by Mr. Laverty in the event Newco requires Mr. Laverty
to relocate his primary residence (subject to Mr. Laverty's
consent to such relocation), including broker's fees, mortgage
payments on his former residence after the date of relocation
until such residence is sold and any loss sustained by him on the
sale of such residence.
Termination: Terminable at any time by Mr. Laverty but only "for cause" by
Newco. A pro rata portion of Mr. Laverty's annual bonus,
together with the remaining balance of Mr. Laverty's annual base
salary, shall be payable in the event Mr. Laverty's employment
with Newco is terminated by Mr. Laverty after completion of at
least six months of service with Newco following the Effective
Time."
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(b) Section 6.5 of the Merger Agreement is hereby amended
by deleting Section 6.5 in its entirety and inserting in its place the
following new Section 6.5:
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" 6.5 Letters of Company's Accountants. Each of
CHS, HII, MI and T(2), shall use all reasonable efforts to cause to be
delivered to itself, to Newco and to the other companies a so-called
"comfort" letter of such Company's independent auditors with respect
to the financial statements and other financial information of such
Company included in the Registration Statement, each such letter dated
a date within two business days before the Effective Time and
addressed to each of CHS, HII, MI, T(2) and Newco, and in a form
reasonable approved by the recipients prior to delivery thereof. "
3. Miscellaneous. Except as expressly provided in this
Second Amendment, the Merger Agreement shall remain unchanged and be in full
force and effect. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
provisions thereof relating to conflicts of law. This Second Amendment may be
executed by facsimile transmission and in any number of counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute but one and the same original instrument and any of the parties
hereto may execute this Second Amendment by signing any such counterpart.
[The Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each Company has caused this Agreement to
be executed on its behalf by its officers thereunder fully authorized, all as
of the date first above written.
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T(2) MEDICAL, INC. T(2) ACQUISITION COMPANY
By: /s/ Tommy H. Carter By: /s/ Tommy H. Carter
----------------------------- --------------------------
Tommy H. Carter, Tommy H. Carter,
President and Chief President
Executive Officer
CURAFLEX HEALTH SERVICES, CHS ACQUISITION COMPANY
INC.
By: /s/ Charles A. Laverty By: /s/ Kevin M. Higgins
----------------------------- ---------------------------
Charles A. Laverty, Kevin M. Higgins,
Chairman, President and President
Chief Executive Officer
HEALTHINFUSION, INC. HII ACQUISITION COMPANY
By: /s/ Miles E. Gilman By: /s/ Miles E. Gilman
----------------------------- -----------------------------
Miles E. Gilman, Miles E. Gilman,
President and Chief President
Executive Officer
MEDISYS, INC. MI ACQUISITION COMPANY
By: /s/ William J. Brummond By: /s/ William J. Brummond
------------------------------ -----------------------------
William J. Brummond, William J. Brummond,
President and Chief President
Executive Officer
CORAM HEALTHCARE CORPORATION
By: /s/ James M. Sweeney
------------------------------
James M. Sweeney,
Chairman of the Board
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Exhibit 23
to Current Report on
Form 8-K
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form 8-K
dated July 15, 1994 and in the Registration Statement on Form S-4 of Coram
Healthcare Corporation (File No. 33-53957) (the "Registration Statement") of
our report dated November 17, 1993, (December 23, 1993 as to Note 17)(which
expresses an unqualified opinion and includes an explanatory paragraph relating
to material uncertainties concerning certain pending claims against T(2)
Medical, Inc.), appearing in the Annual Report on Form 10-K of T(2) Medical,
Inc. for the year ended September 30, 1993 and to the reference to us under the
heading "Experts" in the Joint Proxy Statement/Prospectus, which is part of the
Registration Statement.
Our audits of the financial statements referred to in our aforementioned report
also included the financial statement schedules of T(2) Medical, Inc., listed
in Item 14 of the Annual Report on Form 10-K of T(2) Medical, Inc. for the year
ended September 30, 1993. These financial statement schedules are the
responsibility of T(2) Medical, Inc.'s management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ DELOITTE & TOUCHE
----------------------------
Deloitte & Touche
Atlanta, Georgia
July 13, 1994
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EXHIBIT 99
TO CURRENT REPORT ON
FORM 8-K
CORAM HEALTHCARE CORPORATION COMPLETES
PREVIOUSLY ANNOUNCED MERGER OF
T2 MEDICAL, INC., CURAFLEX HEALTH SERVICES, INC.,
HEALTHINFUSION, INC. AND MEDISYS, INC.
NEWPORT BEACH, Calif., July 11, 1994 -- Coram Healthcare Corporation
(NYSE: CRH) announced today the completion of the previously announced merger
of T2 Medical, Inc. (NYSE: TSQ), Curaflex Health Services, Inc. (NASDAQ: CFLX),
HealthInfusion, Inc. (NASDAQ: HINF) and Medisys, Inc. (NASDAQ: MEDS). Pursuant
to the merger, each of T2, Curaflex, HealthInfusion and Medisys have become
wholly owned subsidiaries of Coram. As a result of the merger, Coram
Healthcare Corporation is now the second-largest infusion therapy company in
the United States.
Pursuant to the merger, each outstanding share of T2 common stock was
converted into the right to receive 0.63 shares of Coram common stock, each
outstanding share of Curaflex common stock was converted into the right to
receive 0.333 shares of Coram common stock, each outstanding share of
HealthInfusion common stock was converted into the right to receive 0.447 of
Coram common stock and each outstanding share of Medisys common stock was
converted into the right to receive 0.243 of a share of Coram common stock.
Coram common stock is listed on the New York Stock Exchange under the symbol
"CRH." Trading of Coram common stock on the New York Stock Exchange is
expected to begin on Monday, July 11, 1994.
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