0000898430-01-502803.txt : 20011010 0000898430-01-502803.hdr.sgml : 20011010 ACCESSION NUMBER: 0000898430-01-502803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011009 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28622 FILM NUMBER: 1754727 BUSINESS ADDRESS: STREET 1: 4400 MACARTHUR BLVD STREET 2: SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494760733 MAIL ADDRESS: STREET 1: 4400 VON KARMAN AVE STE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 9, 2001 ------------------------------- InSight Health Services Corp. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-28622 33-0702770 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification No.) 4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (949) 476-0733 -------------------------------------------------------------------------------- Registrant's telephone number, including area code N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On October 9, 2001, InSight issued a press release announcing that Banc of America and its affiliates have committed, subject to certain terms and conditions, to provide $200 million in senior subordinated debt financing which is required to complete the previously announced proposed merger. In addition, the InSight board of directors has agreed to extend by one day the date by which any party may terminate the agreement and plan of merger, if the merger is not completed, to October 18, 2001. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Exhibits Exhibits: 2.1 Second Amendment to the Agreement and Plan of Merger, dated as of October 9, 2001, by and among InSight Health Services Holdings Corp., InSight Health Services Acquisition Corp. and InSight Health Services Corp. 99.1 Press Release dated October 9, 2001. 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. INSIGHT HEALTH SERVICES CORP. Date: October 9, 2001 By: /s/ STEVEN T. PLOCHOCKI ----------------------------------------- Steven T. Plochocki President and Chief Executive Officer EXHIBIT INDEX Exhibits: --------- 2.1 Second Amendment to the Agreement and Plan of Merger, dated as of October 9, 2001, by and among InSight Health Services Holdings Corp., InSight Health Services Acquisition Corp. and InSight Health Services Corp. 99.1 Press Release dated October 9, 2001. EX-2.1 3 dex21.txt SECOND AMENDMENT TO PLAN OF MERGER EXHIBIT 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER ------------------------------------------------ This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of October 9, 2001, is entered into by and among INSIGHT HEALTH SERVICES HOLDINGS CORP., a Delaware corporation ("Parent"), INSIGHT HEALTH ------ SERVICES ACQUISITION CORP. (formerly JWCH Merger Corp.), a Delaware corporation ("Acquisition"), and INSIGHT HEALTH SERVICES CORP., a Delaware corporation (the ----------- "Company"), amending that certain Agreement and Plan of Merger, dated as of June ------- 29, 2001, as amended on July 10, 2001, by and among Parent, Acquisition and the Company (the "Merger Agreement"). All capitalized terms used herein and not ------ --------- defined in this Amendment shall have the meanings assigned to them in the Merger Agreement. WHEREAS, the parties previously entered into the Merger Agreement providing for the merger of Acquisition with and into the Company, with the Company continuing as the surviving corporation; WHEREAS, the parties desire to amend Section 7(b) of the Merger Agreement; and WHEREAS, Section 13 of the Merger Agreement permits the amendment of the Merger Agreement as provided in this Amendment. NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Termination. Section 7(b) of the Merger Agreement shall be amended ----------- and restated in its entirety to read as follows: "(b) by Parent, Acquisition or the Company, if either: (i) the Effective Time shall not have occurred by October 18, 2001; provided, that the right to -------- terminate this Agreement under this Section 7(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; or (ii) any court of competent jurisdiction in the United States or other United States governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;" 2. Counterparts. This Amendment may be executed in counterparts, each of ------------ which shall be deemed an original, and the Company, Acquisition and Parent may become a party hereto by executing a counterpart hereof. This Amendment and any counterpart so executed shall be deemed to be one and the same instrument. 3. Governing Law. This Amendment shall be governed by and interpreted ------------- and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. 4. Ratification and Reaffirmation of the Merger Agreement. Except as ------------------------------------------------------ hereby expressly amended, the Merger Agreement shall remain unchanged. 5. Interpretation. In the event of any conflict between the provisions -------------- of this Amendment and the Merger Agreement, the provisions of this Amendment shall control. 6. Binding Effect. This Amendment shall inure to the benefit of and -------------- shall be binding upon the parties and their respective successors and assigns. [signatures follow] 2 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed this Amendment as of the date first above written. INSIGHT HEALTH SERVICES HOLDINGS CORP. By: /s/ Edward D. Yun -------------------------------------- Name: Edward D. Yun Title: President INSIGHT HEALTH SERVICES ACQUISITION CORP. By: /s/ Edward D. Yun -------------------------------------- Name: Edward D. Yun Title: President INSIGHT HEALTH SERVICES CORP. By: /s/ Steven T. Plochocki -------------------------------------- Name: Steven T. Plochocki Title: President and Chief Executive Officer 3 EX-99.1 4 dex991.txt PRESS RELEASE EXHIBIT 99.1 [LOGO OF INSIGHT] N e w s R e l e a s e Contacts: At InSight: Steven T. Plochocki President & CEO 949-476-0733 Thomas V. Croal Executive Vice President & CFO 949-476-0733 INSIGHT HEALTH SERVICES CORP. ANNOUNCES BRIDGE FINANCING COMMITMENT RELATING TO THE PROPOSED MERGER NEWPORT BEACH, Calif.........October 9, 2001.........InSight Health Services Corp. ("InSight") (NASDAQ: IHSC) today announced that Banc of America and its affiliates have committed, subject to certain terms and conditions, to provide $200 million in senior subordinated debt financing which is required to complete the previously announced proposed merger. In addition, the InSight board of directors has agreed to extend by one day the date by which any party may terminate the agreement and plan of merger, if the merger is not completed, to October 18, 2001. As disclosed previously, the special meeting of InSight stockholders will take place on October 17, 2001, at 8:00 a.m., pacific standard time, at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California, for the purpose of adopting the agreement and plan of merger. Newport Beach, Calif.-based InSight Health Services Corp. provides diagnostic imaging and information, treatment and related management services. It serves managed care entities, hospitals and other contractual customers in 28 U.S. states. Visit InSight's web site at www.insighthealthcorp.com. ------------------------- The matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors as availability of financing; limitations and delays in reimbursement by third party payors; contract renewals and financial stability of customers; the potential for rapid and significant changes in technology and the effect on the Company's operations; operating, legal, governmental and regulatory risks; adverse utilization trends for certain diagnostic imaging procedures; economic, political and competitive forces affecting the Company's business; the Company's ability to successfully integrate acquisitions, and other risk factors detailed in the Company's SEC filings.