-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJnjLCeGOunlzDbfS2UL8ZJWehyRLZSCHxyaxYhNeU5vfrGoSFOhJkbIz0vmZPu/ AdHpoFQYgRsVEvPztFg01A== /in/edgar/work/20000725/0001095811-00-002073/0001095811-00-002073.txt : 20000921 0001095811-00-002073.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000714 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: [8090 ] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27186 FILM NUMBER: 678314 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6503490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 8-K 1 e8-k.txt FORM 8-K 1 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 July 14, 2000 ----------------------------------------- (Date of Report; Date of Earliest Event Reported) Raytel Medical Corporation -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ---------------------------------- (State or other jurisdiction of incorporation) 0-27186 94-2787342 ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.)
2755 Campus Drive, Suite 200, San Mateo, CA 94403 ---------------------------------------------------------- (address of principal executive offices) (Zip Code)
(650) 349-0800 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On July 17, 2000, Raytel Medical Corporation (the "Company") reported that it entered into a transaction which effectively terminates the management services agreement between the company and Southeast Texas Cardiology Associates, or SETCA, a nine-physician cardiology practice located in Beaumont, Texas. A copy of the press release announcing the terms of the transaction is attached as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits:
Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 17, 2000
3 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. RAYTEL MEDICAL CORPORATION Dated: July 25, 2000 By: /s/ RICHARD F. BADER ----------------------------------- Richard F. Bader Chairman and Chief Executive Officer 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 17, 2000
EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 APPROVED BY: Richard F. Bader, Chairman and CEO CONTACTS: John F. Lawler, Jr., Chief Financial Officer (800) 367-1095 RAYTEL MEDICAL CORPORATION REPORTS TERMINATION OF MANAGEMENT SERVICES ARRANGEMENT WITH SOUTHEAST TEXAS CARDIOLOGY ASSOCIATES SAN MATEO, CA/July 17, 2000 --- Raytel Medical Corporation (Nasdaq:RTEL) today reported that it has entered into a transaction which effectively terminates the management services agreement between the company and Southeast Texas Cardiology Associates, or SETCA, a nine-physician cardiology practice located in Beaumont, Texas. Pursuant to the terms of the transaction, Raytel sold all of the outstanding shares of a management company subsidiary to SETCA's four shareholder physicians in exchange for promissory notes in the aggregate amount of approximately $2.3 million and the physicians' agreement to cancel existing rights to receive 122,068 shares of Raytel common stock. The common shares are carried on the Raytel financial statemenets at a value of approximately $852,000. Through this transaction, Raytel and SETCA settled a previously reported dispute in which SETCA had claimed that it had the right to terminate its management services agreement with Raytel. As a result of this transaction and the discontinuance of the physician practice management business, Raytel will record a one-time non-cash charge of approximately $8.3 million. The net income from SETCA was immaterial for the 3 months and 6 months ended March 31, 2000 and 1999. 2 ABOUT RAYTEL Raytel (www.raytel.com), headquartered in San Mateo, California, is a leading provider of services and efficient dissemination of technical information to physicians and patients with cardiovascular disease. These services include diagnostic imaging centers including cardiac cath labs and nuclear medicine facilities, a radiology preferred provider network covering over 600,000 lives, remote cardiac monitoring and testing services utilizing the telephone and the World Wide Web, Raytel provides cardiac testing and pacemaker monitoring services to over 250,000 patients, annually, who are referred by approximately 12,000 physicians. Using the Patient Management Database on the Internet, all of these physicians have the ability to access their patient test results and also make use of other services being offered at the site. Raytel has a database of more than 500 different pacemaker models, which it relies upon in the preparation of this information. Except for the historical information contained herein, the matters discussed in this news release are forward looking statements that involve risks and uncertainties. Factors which may affect the Company's results are detailed in the Company's SEC reports, including the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 2 -----END PRIVACY-ENHANCED MESSAGE-----