-----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, T40RCOBHeTvKVCe3w3qqe8qeOwyd5mYn1zhrR2UQtc4VTEXfPtwfPwemEGavh/c0 jhTxmrooBYgBQLuPRKTuiQ== 0000936392-98-001459.txt : 19981106 0000936392-98-001459.hdr.sgml : 19981106 ACCESSION NUMBER: 0000936392-98-001459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981104 ITEM INFORMATION: FILED AS OF DATE: 19981105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMR CORP CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20488 FILM NUMBER: 98738779 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON ST 5TH FL CITY: SAN DIEGO STATE: CA ZIP: 92103 BUSINESS PHONE: 6192952227 MAIL ADDRESS: STREET 1: 3990 OLD TOWN AVENUE SUITE 206A CITY: SAN DIEGO STATE: CA ZIP: 92110 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K 1 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 Date of Report (Date of earliest event reported): NOVEMBER 4, 1998 PMR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-20488 23-2491707 (Commission File No.) (IRS Employer Identification No.) 501 WASHINGTON STREET, 5TH FLOOR SAN DIEGO, CALIFORNIA 92103 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (619) 610-4001 2 ITEM 5. OTHER EVENTS. On November 4, 1998, PMR Corporation, a Delaware corporation ("PMR") announced that PMR and Behavioral Healthcare Corporation, a Delaware corporation have terminated their definitive merger agreement and established a strategic relationship. PMR hereby incorporates by reference the contents of the news release filed as Exhibit 99.1 to this report. 2. 3 SIGNATURE 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. PMR CORPORATION Dated: November 5, 1998 By: /s/ Mark P. Clein ------------------------------------- Mark P. Clein Executive Vice President and Chief Financial Officer 3. 4 INDEX TO EXHIBITS 99.1 News Release dated November 4, 1998. EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 [PMR Corporation Logo] FOR IMMEDIATE RELEASE November 4, 1998 PMR ANNOUNCES MUTUAL TERMINATION OF DEFINITIVE MERGER AGREEMENT AND ESTABLISHMENT OF STRATEGIC RELATIONSHIP WITH BEHAVIORAL HEALTHCARE CORPORATION SAN DIEGO, CA -- PMR CORPORATION (NASDAQ NMS - "PMRP"), a leading provider of disease management services for the Seriously Mentally Ill, announced today that PMR and Behavioral Healthcare Corporation ("BHC") have entered into a mutual termination of their definitive merger agreement and have agreed to establish a strategic relationship to develop outpatient programs for the SMI population at BHC facilities. PMR and BHC have entered into a formal enabling agreement that anticipates developing ten programs over the next year while also examining other opportunities to develop additional services for patients with disorders of the brain. "PMR and BHC are pleased that the significant commitment of time and resources has produced a relationship that will provide strategic, clinical and financial benefit to both parties," said Allen Tepper, CEO. "We look forward to advancing the strategy of creating complete continuums of coordinated health care services for individuals that have disorders of the brain in key markets throughout the country." PMR anticipates incurring one-time non-recurring expenses of approximately $2.1 million representing the incurred legal, due diligence, advisory, financing and related costs associated with the terminated merger, which will be expensed in the quarter ended October 31, 1998. BHC, located in Nashville Tennessee, is a national leader in the provision of a broad range of acute psychiatric care and behavioral health services. BHC owns and operates 43 hospitals in 18 states and Puerto Rico, serving more than 60,000 patients and generated more than $300 million in annual revenue in the fiscal year ended June 30, 1998. PMR is a national leader in the management of outpatient based disease management services for individuals with a serious mental illness. PMR operates 55 programs in 23 states serving more than 11,000 patients and generated approximately $67 million in annual revenue in the fiscal year ended April 30, 1998. 2 This press release contains forward looking statements that involve risks and uncertainties, including the risk that the enabling agreement does not result in new programs in the anticipated time period. Forward looking statements reflect PMR's current views with respect to future events. Actual results may vary materially and adversely from those anticipated, believed, estimated, or otherwise indicated. Reference is made to the cautionary statements contained in PMR's annual report on form 10K on file with the Securities and Exchange Commission. CONTACT: PMR Corporation: 619-610-4001 Mark Clein, Executive V.P./CFO -----END PRIVACY-ENHANCED MESSAGE-----