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
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InSight Health Services Corp.
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(Exact name of registrant as specified in charter)
Delaware 0-28622 33-0702770
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660
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(Address of principal executive offices) (Zip Code)
(949) 476-0733
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Registrant's telephone number, including area code
N/A
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(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.