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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): October 23, 1996
OCCUSYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24440 75-2543036
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
3010 LBJ Freeway
Suite 400
Dallas, Texas 75234
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(Address of Principal Executive Offices) (Zip Code)
(972) 484-2700
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective October 23, 1996, OccuSystems, Inc. (the "Registrant) and
OccuCenters, Inc. ("OCI"), a wholly-owned subsidiary of the Registrant, entered
into a definitive agreement to acquire all of the outstanding shares of Prizm
Environmental & Occupational Health, Inc. a New Jersey corporation (the
"Purchased Entity") pursuant to that certain Stock Purchase Agreement (the
"Prizm Agreement") by and between Registrant, OCI, and Ardith Grandbouche,
Arthur Canario, M.D., Thomas Canario, Richard Machen, and Jeffery Kossack
(collectively the "Shareholders"). In consideration for the stock of the
Purchased Entity, the Registrant will issue to the Shareholders 625,000 shares
of the Registrant's Common Stock, par value $0.01 per share. Such transaction
is valued at $17,578,125 based on the value of the Registrant's common stock at
$28.125 per share (closing share price on the day the Prizm Agreement was
executed). A resale registration statement on Form S-3 has been filed with the
Securities and Exchange Commission. The transaction will be accounted for as a
pooling of interests.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after November 7, 1996.
(b) Pro Forma Financial Information.
As of the date of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after November 7, 1995.
(c) Exhibits
The Exhibits to this Report are excluded until such time they become
available, as outlined in Item 7(a,b).
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SIGNATURES
Pursuant to the requirements of the Security and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCCUSYSTEMS, INC.
By:
Date: November 1, 1996 John K. Carlyle
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John K. Carlyle
President and Chief Executive Officer
James M. Greenwood
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James M. Greenwood
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
