-----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, ClqcOg+nSlJ7Ur25wgNDOpmZXevibCcP2fLIKNTFsJ+5/m1fbbkDPFH1eyGWIC4U r4Vy1hhPIwH32f6q/Z3sLw== 0000950134-01-509004.txt : 20020411 0000950134-01-509004.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950134-01-509004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011126 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHODONTIC CENTERS OF AMERICA INC /DE/ CENTRAL INDEX KEY: 0000931702 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 721278948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13457 FILM NUMBER: 1799301 BUSINESS ADDRESS: STREET 1: 5000 SAWGRASS VILLAGE CR STREET 2: STE 25 CITY: PONTE VEDRA BEACH STATE: FL ZIP: 32082 BUSINESS PHONE: 9042730004 MAIL ADDRESS: STREET 1: 3850 N CAUSEWAY BLVD STREET 2: STE 990 CITY: METAIRIE STATE: LA ZIP: 70002 8-K 1 d92557e8-k.txt 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): November 26, 2001 ---------- ORTHODONTIC CENTERS OF AMERICA, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-13457 72-1278948 - ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) 3850 N. CAUSEWAY BOULEVARD, SUITE 1040 METAIRIE, LOUISIANA 70002 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (504) 834-4392 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed from Last Report) - -------------------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Orthodontic Centers of America, Inc. ("OCA"), OCA Acquisition Corporation, a wholly-owned subsidiary of OCA ("OCA Merger Sub"), and OrthAlliance, Inc. ("OrthAlliance") entered into an Agreement and Plan of Merger, dated as of May 16, 2001 (the "Merger Agreement"), pursuant to which OCA Merger Sub merged with and into OrthAlliance (the "Merger") effective as of November 9, 2001, with OrthAlliance becoming a wholly-owned subsidiary of OCA. In the Merger, each share of OrthAlliance Class A and Class B common stock was converted into the right to receive 0.10135 shares of OCA common stock, with cash to be paid in lieu of fractional shares of OCA common stock. OCA's Registration Statement on Form S-4 (Registration No. 333-66984) (the "Registration Statement") sets forth information regarding the Merger, OCA and OrthAlliance. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired The financial statements of OrthAlliance as of December 31, 2000 and 1999 and for the twelve months ended December 31, 2000, 1999 and 1998, have been previously filed with the Securities and Exchange Commission and incorporated herein by reference to the Registration Statement. Interim financial statements of OrthAlliance for the [THREE- AND] nine-month period[S] ended September 30, 2001 and 2000 are not included in this Report, but will be filed by OCA not later than 60 days after the date of this Report. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated financial information with respect to the Merger as of December 31, 2000 and for the year ended December 31, 2000, and as of June 30, 2001 and for the six month periods ended June 30, 2001 and 2000, are incorporated herein by reference to the Registration Statement. Unaudited pro forma condensed consolidated financial information with respect to the Merger as of September 30, 2001 and for the nine-month periods ended September 30, 2001 and 2000 are not included in this Report, but will be filed by OCA not later than 60 days after the date of this Report. (c) The following exhibits are filed herewith: Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of May 16, 2001, between Orthodontic Centers of America, Inc., OCA Acquisition Corporation and OrthAlliance, Inc. (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2001) 23.1 Consent of Arthur Andersen LLP 2 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. ORTHODONTIC CENTERS OF AMERICA, INC. By: /s/ Bartholomew F. Palmisano, Sr. ------------------------------------- Bartholomew F. Palmisano, Sr. Chairman of the Board, President and Chief Executive Officer Date: November 26, 2001 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Agreement and Plan of Merger, dated May 16, 2001, between Orthodontic Centers of America, Inc., OCA Acquisition Corporation and OrthAlliance, Inc. (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2001) 23.1 Consent of Arthur Andersen LLP
4 EX-23.1 3 d92557ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this current report on Form 8-K of our report dated March 7, 2001 included in OrthAlliance, Inc.'s Form 10-K for the year ended December 31, 2000. It should be noted that we have not audited any financial statements of OrthAlliance, Inc. subsequent to December 31, 2000 or performed any audit procedures subsequent to the date of our report. /s/ Arthur Andersen LLP Arthur Andersen LLP Los Angeles, California November 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----