-----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, LVsVwkdVBo4Y8FESrW8wrfKCKKHjVqpAdaX8nUSsW9D02bw5JC823n0je8TFboJ9 eqABu8oyGXOEkB9OV/Mpvw== 0001047469-98-022641.txt : 19980603 0001047469-98-022641.hdr.sgml : 19980603 ACCESSION NUMBER: 0001047469-98-022641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980602 SROS: NASD 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: SEC FILE NUMBER: 333-02935 FILM NUMBER: 98641234 BUSINESS ADDRESS: STREET 1: 4440 VON KARMAN AVENUE STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7144760733 MAIL ADDRESS: STREET 1: 4440 VON KARMAN AVE., STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 FORM 8-K 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) May 18, 1998 ----------------------------- 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 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) On May 18, 1998, InSight Health Services Corp., a Delaware corporation ("Registrant"), through its wholly owned subsidiary, SMSI Acquisition Company, a Delaware corporation ("SMSI"), acquired all of the capital stock of Signal Medical Services, Inc., a Delaware corporation ("Signal"), in a merger of Signal with and into SMSI (the "Merger"). The Merger was consummated pursuant to an Agreement and Plan of Merger dated as of April 15, 1998 among Registrant, SMSI, Signal, SMSI Holdings, Inc. ("Holdings"), Brian P. Stone, Thomas W. Crucitti and Todd Stowell, as amended by the First Amendment thereto dated May 15, 1998 and the Second Amendment thereto dated May 18, 1998. Holdings and Messrs. Stone, Crucitti and Stowell were the stockholders of Signal (collectively, the "Signal Stockholders"). The assets acquired by Registrant as a result of the Merger consist of certain tangible and intangible assets, including mobile diagnostic imaging equipment, customer contracts and other agreements entered into in by Signal in connection with providing diagnostic imaging services to customers in the Northeastern and Southeastern United States. Pursuant to the Merger Agreement and the Certificate of Merger filed with the Secretary of State of the State of Delaware, at the effective time of the Merger, SMSI changed its name to "Signal Medical Services, Inc." The aggregate purchase price, including the assumption of indebtedness, was $45.7 million, and was determined by negotiations among the parties. The purchase price was paid entirely in cash and is subject to certain post-closing adjustments. A portion of the purchase price is being held in escrow for a period of time after the Merger for the satisfaction of certain indemnification obligations of the Signal Stockholders. As a condition to the Merger, Messrs. Stone, Crucitti, Stowell and David M. Karchner, all former officers and employees of Signal, entered into employment agreements with Registrant pursuant to which such individuals agreed to serve as employees of Registrant. In connection with such employment agreements, Messrs. Stone, Crucitti and Karchner received options to purchase a number of shares of common stock of Registrant. Registrant utilized its existing credit facility with NationsBank, N.A. to fund the purchase price. (b) At the time of the Merger, Signal provided diagnostic imaging services, including magnetic resonance imaging, computed tomography and lithotripsy services, in eleven states, primarily in the Northeastern and Southeastern United States. Registrant intends to use the assets acquired in the Merger to expand upon its existing business. Registrant provides diagnostic imaging and information, treatment and related management services to managed care, hospitals and other contractual customers in 25 United States, including five major U.S. markets. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired. It is impractical to file with this report the financial statements required by this Item. Audited financial statements of Signal Medical Services, Inc. for the fiscal years ended December 31, 1996 and 1997 required by this Item will be included in an amendment to this report to be filed within 60 days after the date this report is filed with the Securities and Exchange Commission ("SEC"). (b) Pro forma financial information. It is impractical to file with this report the pro forma financial information required by this Item. Pro forma financial information required by this Item will be included in an amendment to this report to be filed within 60 days after the date this report is filed with the SEC. (c) Exhibits. *2.1 Agreement and Plan of Merger dated as of April 15, 1998 among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (incorporated herein by reference to Exhibit 10.32 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 filed with the Commission on May 13, 1998). 2.2 First Amendment to Agreement and Plan of Merger dated as of May 15, 1998 by and among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (filed herewith). 2.3 Second Amendment to Agreement and Plan of Merger dated as of May 18, 1998 by and among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (filed herewith). 99.1 Press Release dated May 19, 1998 announcing the completion of the Merger (filed herewith). _________________________ * Previously filed. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 2, 1998 INSIGHT HEALTH SERVICES CORP. BY: /S/ E. LARRY ATKINS ------------------------------ E. Larry Atkins President and Chief Executive Officer 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DOCUMENT DESCRIPTION NUMBERED PAGE *2.1 Agreement and Plan of Merger dated as of April 15, 1998 among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (incorporated herein by reference to Exhibit 10.32 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 filed with the Commission on May 13, 1998) 2.2 First Amendment to Agreement and Plan of Merger dated as of May 15, 1998 by and among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (filed herewith) . . . . . . . . . . . . . 6 2.3 Second Amendment to Agreement and Plan of Merger dated as of May 18, 1998 by and among InSight Health Services Corp., SMSI Acquisition Company, Signal Medical Services, Inc., SMSI Holdings, Inc., Brian P. Stone, Thomas W. Crucitti and Todd Stowell (filed herewith) . . . . . . . . . . . . . 8 99.1 Press Release dated May 19, 1998 announcing the completion of the Merger (filed herewith). . . . . 10
_________________________ * Previously filed. EX-2.2 2 EXHIBIT 2.2 EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") is made and entered into as of this 15th day of May, 1998, by and among (i) InSight Health Services Corp., a Delaware corporation ("InSight"), (ii) SMSI Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of InSight ("Newco"), (iii) Signal Medical Services, Inc., a Delaware corporation (the "Company"), (iv) SMSI Holdings, Inc., a Connecticut corporation ("SMSI") and (v) Brian P. Stone ("Stone"), Thomas W. Crucitti ("Crucitti") and Todd Stowell ("Stowell") (Stone, Crucitti and Stowell are sometimes collectively referred to herein as the "Minority Stockholders" and, with SMSI, as the "Stockholders"). RECITALS A. InSight, Newco, the Company and the Stockholders are parties to an Agreement and Plan of Merger dated as of April 15, 1998 (the "Agreement") which, by its terms, may be terminated by the parties if certain conditions set forth therein are not satisfied by May 15, 1998. B. The parties wish to extend the term of the Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, InSight, Newco, the Company and the Stockholders mutually agree as follows, with capitalized terms used herein and not defined having the meanings ascribed to them in the Agreement. 1. Sections 9.1(d) and 9.1(e) of the Agreement are hereby amended in their entirety as follows: (d) InSight and Newco, if the conditions set forth in Sections 8.1 or 8.3 shall not have been satisfied or waived by May 18, 1998; or (e) the Company and the Stockholders, if the conditions set forth in Sections 8.1 or 8.2 shall not have been satisfied or waived by May 18, 1998; or 2. This First Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. 3. Except as amended hereby, the Agreement remains in full force and effect and the parties hereby ratify and confirm each and every provision thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger as of the date first written above. INSIGHT HEALTH SERVICES CORP. By: /S/ E. LARRY ATKINS --------------------------------- Name: E. Larry Atkins Title: President and CEO SMSI ACQUISITION COMPANY By: /S/ E. LARRY ATKINS --------------------------------- Name: E. Larry Atkins Title: President and CEO SIGNAL MEDICAL SERVICES, INC. By: /S/ DAVID M. KARCHNER --------------------------------- Name: David M. Karchner Title: CFO SMSI HOLDINGS, INC. By: /S/ ROBERT T. BROWN --------------------------------- Name: Robert T. Brown Title: MINORITY STOCKHOLDERS /S/ BRIAN P. STONE --------------------------------- Brian P. Stone /S/ THOMAS W. CRUCITTI --------------------------------- Thomas W. Crucitti /S/ TODD STOWELL --------------------------------- Todd Stowell EX-2.3 3 EXHIBIT 2.3 EXHIBIT 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made and entered into as of this 18th day of May, 1998 by and among (i) InSight Health Services Corp., a Delaware corporation ("InSight"), (ii) SMSI Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of InSight ("Newco"), (iii) Signal Medical Services, Inc., a Delaware corporation (the "Company"), (iv) SMSI Holdings, Inc., a Connecticut corporation ("SMSI") and (v) Brian P. Stone ("Stone"), Thomas W. Crucitti ("Crucitti") and Todd Stowell ("Stowell") (Stone, Crucitti and Stowell are sometimes collectively referred to herein as the "Minority Stockholders" and, with SMSI, as the "Stockholders"). RECITALS A. InSight, Newco, the Company and the Stockholders are parties to an Agreement and Plan of Merger dated as of April 15, 1998 (the "Agreement"). B. The parties wish to amend the Agreement to make the changes set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual promises herein contained, InSight, Newco, the Company and the Stockholders mutually agree as follows, with capitalized terms used herein and not defined having the meanings ascribed to them in the Agreement: 1. References in Section 2.2(b) of the Agreement to (a) the Dollar amount $25,519,936 are hereby changed to $24,970,120, and (b) the Dollar amount $20,809,064 are hereby changed to $21,358,880. 2. References in Sections 7.2(f) and 8.2(d) of the Agreement to the Dollar amount $6,160,064 are hereby changed to $6,709,880. 3. The reference in Section 7.8(a) of the Agreement to the Dollar amount $4,945,941 is hereby changed to $5,371,123. 4. Except as amended hereby, the Agreement remains in full force and effect and the parties hereby ratify and confirm each and every provision thereof. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] IN WITNESS WHEREOF, the parties have caused this Agreement to be fully executed and delivered, all as of the date and year first above written. INSIGHT HEALTH SERVICES CORP. By: /S/ E. LARRY ATKINS -------------------------------- Name: E. Larry Atkins Title: President and CEO SMSI ACQUISITION COMPANY By: /S/ E. LARRY ATKINS --------------------------------- Name: E. Larry Atkins Title: President and CEO SIGNAL MEDICAL SERVICES, INC. By: /S/ BRIAN P. STONE --------------------------------- Name: Brian P. Stone Title: CEO SMSI HOLDINGS, INC. By: /S/ ROBERT T. BROWN --------------------------------- Name: Robert T. Brown Title: MINORITY STOCKHOLDERS /S/ BRIAN P. STONE ---------------------------- Brian P. Stone /S/ THOMAS W. CRUCITTI ---------------------------- Thomas W. Crucitti /S/ TODD STOWELL ---------------------------- Todd Stowell EX-99.1 4 EXHIBIT 99.1 EXHIBIT 99.1 CONTACTS At Lippert/Heilshorn & Assoc.: Lillian Armstrong/Adam Aron 415-433-3777 At InSight: Tom Croal Executive Vice President/ Chief Financial Officer 714-476-0733 INSIGHT HEALTH SERVICES CORP. COMPLETES ACQUISITION OF SIGNAL MEDICAL SERVICES, INC. NEWPORT BEACH, CALIFORNIA, May 19, 1998 - InSight Health Services Corp. ("InSight") (NASDAQ: IHSC) today announced that the acquisition of Signal Medical Services, Inc. ("Signal") by a wholly-owned subsidiary of InSight has been consummated. Signal currently serves 61 customers in 11 states primarily in the Northeast and Southeast. The transaction adds 3 new states, Connecticut, Massachusetts and Vermont, to InSight's geographic coverage as well as imaging services in Florida, where InSight has an existing gamma knife facility. Signal currently operates 19 mobile MRI units, 4 mobile lithotripters, 3 fixed site MRI centers, 3 fixed site multi-modality imaging centers and 1 fixed site CT center. For the year ended December 31, 1997, Signal's revenues were approximately $21 million. SAFE HARBOR STATEMENT Statements made in this news release that state the Company's or management's intentions, hopes, beliefs, expectations or predictions for the future are forward-looking statements that involve risks and uncertainties. It is important to note that the Company's actual results and experience with respect to operation of Signal's business could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, developments and results of the Company's business include, but are not limited to changing regulatory environment, limitations and delays in reimbursement by third party payors, contract renewals, financial stability of customers, aggressive - MORE - INSIGHT HEALTH SERVICES PAGE 2 competition, industry-wide market factors and other risk factors detailed in the Company's SEC filings. ABOUT INSIGHT HEALTH SERVICES InSight, headquartered in Newport Beach, California, provides diagnostic imaging and information, treatment and related management services. It serves managed care, hospitals and other contractual customers in 25 US states, including five major US markets: California, the Southwest, including a major presence in Texas, the Midwest, the Northeast and the Southeast. ### -----END PRIVACY-ENHANCED MESSAGE-----