SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 22, 1997
MEDCATH INCORPORATED
(Exact name of registrant as specified in its charter)
North Carolina 0-25176 56-1635096
(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
7621 Little Avenue, Suite 106
Charlotte, North Carolina 28226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 541-3228
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Item 5. Other Events.
On August 22, 1997, the Registrant entered into an Appointment
Agreement and First Amendment to Rights Agreement, dated as of August 22, 1997
(the "Amendment"), by and among the Registrant, First Union National Bank of
North Carolina ("First Union") and LaSalle National Bank ("LaSalle"), pursuant
to which the Rights Agreement, dated as of October 15, 1996 (the "Rights
Agreement"), between the Registrant and First Union was supplemented and amended
and LaSalle was appointed as successor Rights Agent thereunder. The foregoing
description is qualified in its entirety by reference to the Amendment, which is
set forth as Exhibit 99.2 to the Registrant's amended Registration Statement on
Form 8-A/A, filed with the Securities and Exchange Commission (the "Commission")
on September 12, 1997 (the "Form 8A/A"), and is hereby incorporated by reference
herein.
The Company also appointed LaSalle as transfer agent for it's
common stock effective on September 2, 1997.
In connection with the foregoing, the Registrant mailed to its
shareholders a letter describing the appointment of LaSalle as successor Rights
Agent under the Rights Agreement. The text of such letter is set forth as
Exhibit 99.3 to the Form 8A/A and is hereby incorporated by reference herein.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Rights Agreement, dated as of October 15, 1996,
between the Registrant and First Union National Bank
of North Carolina, as Rights Agent (incorporated by
reference to Exhibit 99.1 to the Registrant's
Registration Statement on Form 8-A filed with the
Commission on October 18, 1996).
99.2 Appointment Agreement and First Amendment to Rights
Agreement, by and among the Registrant, First Union
National Bank of North Carolina and LaSalle National
Bank, as successor Rights Agent (incorporated by
reference to Exhibit 99.2 to the Registrant's
Registration Statement on Form 8-A/A, filed with the
Commission on September 12, 1997).
99.3 Letter, mailed on August 26, 1997, from the Board of
Directors of MedCath Incorporated to Shareholders
(incorporated by reference to Exhibit 99.3 to the
Registrant's Registration Statement on Form 8-A/A,
filed with the Commission on September 12, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: September 12, 1997
MEDCATH INCORPORATED
By: /s/ Richard J. Post
Richard J. Post
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT LIST
99.1 Rights Agreement, dated as of October 15, 1996,
between the Registrant and First Union National Bank
of North Carolina, as Rights Agent (incorporated by
reference to Exhibit 99.1 to the Registrant's
Registration Statement on Form 8-A filed with the
Commission on October 18, 1996).
99.2 Appointment Agreement and First Amendment to Rights
Agreement, by and among the Registrant, First Union
National Bank of North Carolina and LaSalle National
Bank, as successor Rights Agent (incorporated by
reference to Exhibit 99.2 to the Registrant's
Registration Statement on Form 8-A/A, filed with the
Commission on September 12, 1997).
99.3 Letter, mailed on August 26, 1997, from the Board of
Directors of MedCath Incorporated to Shareholders
(incorporated by reference to Exhibit 99.3 to the
Registrant's Registration Statement on Form 8-A/A,
filed with the Commission on September 12, 1997).
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