-----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, Gslyf3VOItdXPIniysJCOBKb6wYh/XZklPUjjj5ln08mUMcBxMT3bS4ifW+mAKgs ww5SOso3ldGE4E8+CeKWRQ== 0000950168-98-003233.txt : 19981014 0000950168-98-003233.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950168-98-003233 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980813 ITEM INFORMATION: FILED AS OF DATE: 19981013 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCI MEDICAL AFFILIATES INC CENTRAL INDEX KEY: 0000737561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 592225346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-13265 FILM NUMBER: 98724836 BUSINESS ADDRESS: STREET 1: 1901 MAIN ST MAIL CODE 1105 STREET 2: STE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032523661 MAIL ADDRESS: STREET 1: 1901 MAIN ST MAIL CODE 1105 STREET 2: SUITE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 8-K/A 1 UCI MEDICAL AFFILIATES, INC. 8K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 13, 1998 ----------------- UCI Medical Affiliates, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware -------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-13265 59-2225346 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 1901 Main Street, Suite 1200, Columbia, SC 29201 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (803) 252-3661 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission ("SEC") on February 17, 1998 by UCI Medical Affiliates, Inc., a Delaware corporation ("UCI"); that certain Form 8-K/A filed with the SEC on April 20, 1998; that certain Form 8-K/A filed with the SEC on May 28, 1998; that certain Form 8-K/A filed with the SEC on July 24, 1998; and that certain Form 8-K/A filed with the SEC on August 13, 1998 and is filed to include the revised pro forma financial statements required by Item 7 of Form 8-K. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The revised consolidated financial statements for MainStreet Healthcare Corporation, the business acquired by a wholly-owned subsidiary of UCI Medical Affiliates, Inc., were included in the Company's Form 8-K/A filed with the SEC on August 13, 1998. (b) Pro Forma Financial Information. The revised unaudited pro forma financial information prepared to give effect to the acquisition is included in the Company's Preliminary Proxy Statement for its 1998 Annual Meeting of Stockholders filed with the SEC on August 22, 1998, and is incorporated herein by reference. (c) Exhibits. Exhibit 2 Acquisition Agreement and Plan of Reorganization dated February 9, 1998, by and among UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation; UCI Medical Affiliates, Inc., a Delaware corporation; MainStreet Healthcare Corporation, a Delaware corporation; MainStreet Healthcare Medical Group, P.C., a Georgia professional corporation; MainStreet Healthcare Medical Group, PC, a Tennessee professional corporation; Prompt Care Medical Center, Inc., a Georgia corporation; Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and Mezzanine Fund, L.P., a Delaware limited partnership; and Robert G. Riddett, Jr. (Previously filed with the initial filing of this Report on Form 8- K). Exhibit 2.1 First Amendment To Acquisition Agreement and Plan of Reorganization dated April 15, 1998, by and among UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation; UCI Medical Affiliates, Inc., a Delaware corporation; MainStreet Healthcare Corporation, a Delaware corporation; MainStreet Healthcare Medical Group, P.C., a Georgia professional corporation; MainStreet Healthcare Medical Group, PC, a Tennessee professional corporation; Prompt Care Medical Center, Inc., a Georgia corporation; Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and Mezzanine Fund, L.P., a Delaware limited partnership; and Robert G. Riddett, Jr (Previously filed with the filing of this Report on Form 8-K/A filed on April 20,1998). Exhibit 2.2 Second Amendment To Acquisition Agreement and Plan of Reorganization dated May 7, 1998, by and among UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation; UCI Medical Affiliates, Inc., a Delaware corporation; MainStreet Healthcare Corporation, a Delaware corporation; MainStreet Healthcare Medical Group, P.C., a Georgia professional corporation; MainStreet Healthcare Medical Group, PC, a Tennessee professional corporation; Prompt Care Medical Center, Inc., a Georgia corporation; Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and Mezzanine Fund, L.P., a Delaware limited partnership; and Robert G. Riddett, Jr. (Previously filed with the filing of this Report on Form 8-K/A filed on May 28,1998) Exhibit 2.3 Conditional Delivery Agreement dated effective as of May 1, 1998, by and among UCI Medical Affiliates, Inc.; UCI Medical Affiliates of Georgia, Inc.; and MainStreet Healthcare Corporation. (Previously filed with the filing of this Report on Form 8-K/A filed on July 24,1998) Exhibit 2.4 Amendment to Conditional Delivery Agreement dated as of July 21, 1998, by and among UCI Medical Affiliates, Inc.; UCI Medical Affiliates of Georgia, Inc.; and MainStreet Healthcare Corporation. (Previously filed with the filing of this Report on Form 8-K/A filed on July 24,1998) Exhibit 99 News release of UCI Medical Affiliates, Inc. dated February 13, 1998. (Previously filed with the initial filing of this Report on Form 8-K). 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. UCI MEDICAL AFFILIATES, INC. Date: October 9, 1998 By: ------------------------------------------ Jerry F. Wells, Jr., C.P.A. Executive Vice President of Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----