-----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, GzpBrJnwIFgUx93jaqsUSS2hFe8PGW+eQ+e3KMKC1r0gJQBemQFXC1H9fCVPyvHf j/wzR06CRRc1cC+NaSwCyQ== 0000950144-96-003078.txt : 19960604 0000950144-96-003078.hdr.sgml : 19960604 ACCESSION NUMBER: 0000950144-96-003078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960318 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960603 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUIMED INC CENTRAL INDEX KEY: 0000892493 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 251668112 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12578 FILM NUMBER: 96575835 BUSINESS ADDRESS: STREET 1: 3754 LAVISTA RD CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 4043206211 FORMER COMPANY: FORMER CONFORMED NAME: EQUIVISION INC DATE OF NAME CHANGE: 19930804 8-K 1 EQUIMED, INC. 1 United States Securities and Exchange Commission Washington, D.C. 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): March 18, 1996 -------------- EQUIMED, INC. -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27456 25-1668112 ---------------------------- ------------ ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3754 LaVista Rd. Tucker, Georgia 30084-5637 - ------------------------------------ ---------------------------- (Address of principal executive (Zip Code) offices) (404) 320-6211 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) EQUIVISION, INC. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5: OTHER EVENTS On March 18, 1996, EquiMed, Inc. ("EquiMed" or the "Company") consummated plans of merger with (i) Wallace Eye Surgery, Inc. ( the "Practice") and (ii) Laser & Surgery, Inc. (the "Surgery Center"). The Practice and Surgery Center are located in Alexandria, Louisiana. The Practice provides diagnostic services and treatment for ophthalmic patients. The Surgery Center provides ophthalmic surgical care, including cataract surgery and other laser procedures for cataract, retina and glaucoma. The common stock of the Practice and the Surgery Center are wholly owned by R. Bruce Wallace, III, M. D. (the "Selling Physician"). The two mergers are effective as of March 1, 1996. Consideration for the acquisition consisted of approximately 403,000 shares of EquiMed common stock valued at approximately $5,000,000. The business combination will be accounted for by the pooling-of-interests method. The terms of the transaction provide for the execution of non-compete agreements between the Selling Physician and the Practice. Concurrent with the acquisition, the Selling Physician entered into an employment agreement with the Practice and the Practice entered into a services agreement with the Company. The chairman of the Company, a physician, has an option to acquire the common stock of the Practice for a nominal amount. The summary of this acquisition is qualified in its entirety by reference to the Agreements and Plan of Merger and Employment Agreement, copies of which are attached to this form as exhibits. Other than the options held by the Company's chairman to acquire the stock of the Practice, no relationship exists between the Company, and the Practice or any of its directors or officers, or any associate of any such director or officer. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 2.19 Agreement and Plan of Merger (PC) executed March 15, 1996 * 2.20 Agreement and Plan of Merger (ASC) executed March 15, 1996 * 99.15 Employment Agreement between Wallace Eye Institute, Inc. (A Medical Corporation) and R. Bruce Wallace, III, M.D. dated March 1, 1996 * 99.16 Press release dated March 18, 1996 * * Previously filed as an exhibit to Form 8-K filed on April 2, 1996. 3 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 thereunto duly authorized. EQUIMED, INC. ----------------------------------------- (Registrant) May 31, 1996 /s/ William E. Pritts II ----------------------------------------- William E. Pritts II Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----