-----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, CdloQ8IVXwaJvg8z4PA2QoMcJe73RKqRzGtaitcL8bOwSUWhoBzNQfQ08V4yLOrO 7/jLrebCKdCXxI6xiWA4Cg== 0000950008-96-000064.txt : 19960401 0000950008-96-000064.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950008-96-000064 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960329 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVRA INC CENTRAL INDEX KEY: 0000850882 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 943096645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-85736 FILM NUMBER: 96540638 BUSINESS ADDRESS: STREET 1: 400 PRIMROSE ROAD STREET 2: SUITE 200 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 4153488200 424B2 1 PROSPECTUS SUPPLEMENT PURSUANT TO 415(A)(1)(VIII) PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii) (TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736 34,519 SHARES VIVRA INCORPORATED COMMON STOCK _________ VIVRA Incorporated, a Delaware corporation (the "Company") has issued and sold 34,519 shares (the "Shares") of common stock, $.01 par value per share, accompanied by Preferred Stock Purchase Rights (the "Common Stock"), in connection with the acquisition of Rappahannock Dialysis Center, Inc., a Virginia corporation (the "Acquired Company"). The Company and the shareholders of the Acquired Company, James F. Qualls and Richard Robins, have entered into a stock exchange agreement whereby Vivra will acquire all the stock of the Acquired Company (the "Acquisition") in exchange for the Shares of the Company. The Common Stock of the Company is listed on the New York Stock Exchange ("NYSE") under the symbol "V". The last reported sale price of the Common Stock on the NYSE on March 27, 1996 was $29.00 per share. _________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus Supplement is March 29, 1996. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference in this Prospectus Supplement from the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 29, 1996: (1) Stock Exchange Agreement among Vivra Incorporated, James F. Qualls and Richard Robins (the "Exchange Agreement"). Any statement contained herein, or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Prospectus Supplement, the Prospectus and the Registration Statement of which it is a part to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, in its unmodified form, to constitute a part of this Prospectus Supplement or such Prospectus or Registration Statement. CERTAIN TERMS OF THE ACQUISITION The terms and conditions of the Acquisition are set forth in the Exchange Agreement. The following summary of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such Agreement. ACQUISITION CONSIDERATION Under the terms of the Exchange Agreement and subject to the conditions thereof, in consideration of the transfer and delivery of all of the issued and outstanding stock of the Acquired Company, the purchase price was $1,000,000 (the "Purchase Price"), paid by the delivery of the 34,519 Shares. The Shares were calculated as that number of shares of the Common Stock equal to (i) the Purchase Price divided by (ii) the average closing price of the Common Stock on the NYSE for twenty trading days preceding ten trading days prior to the Closing. Under the Exchange Agreement, no shares may be sold until the date on which the Company reports combined financial statements of the Acquired Company and the Company which includes at least 30 days operating results of the Acquired Company. CLOSING The Closing of the transactions contemplated by the Exchange Agreement was effective as of March 15, 1996. STOCK EXCHANGE LISTING Pursuant to a condition to each party's obligation to consummate the Acquisition, the Shares issued in connection with the Acquisition have been listed on the NYSE. REPRESENTATIONS AND WARRANTIES The Exchange Agreement contains customary representations and warranties relating to, among other things, (i) organization, qualification, authorization and similar corporate matters of the Acquired Company; (ii) delivery of and accuracy and completeness of certain financial statements of the Acquired Company; (iii) absence of material changes in the Acquired Company since December 31, 1995; (iv) extent of and title to assets of the Acquired Company; (v) that the Acquired Company conducts no other business; (vi) that execution and delivery of the Exchange Agreement will not violate the charter documents of the Acquired Company or the Company, or cause the Company or the Acquired Company to breach any agreement or judgment, or accelerate any indebtedness; (vii) the Acquired Company's compliance with laws, including holding all rights, permits, consents and licenses necessary to conduct its business; (viii) no undisclosed threatened or pending litigation of the Company or the Acquired Company; (ix) no improper payments made by the Acquired Company; (x) no pending or threatened proceedings in eminent domain affecting assets or facilities of the Acquired Company; (xi) insurance policies, labor arrangements, compensation of personnel, employment contracts and compliance with and qualification of employee benefit plans of the Acquired Company; (xii) trade names, trademarks, service marks, copyrights, patents and any pending registrations or applications of the Acquired Company; (xiii) absence of undisclosed liabilities of the Acquired Company; (xiv) material contracts, commitments, instruments and leases to which the Acquired Company is a party and no breach thereof; (xv) no employment of services of any brokers by the Acquired Company or the Company in connection with the Acquisition; (xvi) delivery of securities documents and filings of the Company to Mr. Qualls and Mr. Robins; (xvii) no untrue representation or warranty of the Company or the Acquired Company; (xviii) registration of the Shares under the Securities Act of 1933, which upon issuance will be validly issued, fully-paid, non-assessable and free of preemptive rights; (xix) no transactions by the Acquired Company with affiliates thereof; and (xx) treatments of the Acquired Company through March 15, 1996. -2- CERTAIN COVENANTS Pursuant to the Exchange Agreement, Mr. Qualls and Mr. Robins have agreed that for a period of ten years, they will not, jointly or individually, directly or indirectly (i) compete with the Company, Vivra Renal Care, Inc. or the Acquired Company; (ii) solicit any of the Company's, Vivra Renal Care Inc.'s or their affiliates patients or employees for or on behalf of any competing business; and (iii) to the extent that any confidential information becomes available to Mr. Qualls and Mr. Robins in the course of the transactions contemplated by the Exchange Agreement, use or divulge such information without the prior written consent of the Company. CLOSING AGREEMENTS Under each of the Agreements, the parties executed, acknowledged and delivered at the Closing the following: (i) A medical director agreement between Vivra Renal Care, Inc. and Vicki Kinsel, M.D.. In addition, the Exchange Agreement states that the Company, Mr. Qualls and Mr. Robins shall execute and deliver an escrow agreement and shall deliver to the Escrow Holder therein identified a portion of the Shares, for retention and distribution by the Escrow Holder in an escrow account in accordance with such escrow agreement. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 1 CERTAIN TERMS OF THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . 2 PROSPECTUS AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2 INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 2 PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 5 USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 PRICE RANGE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . 8 DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS . . . . . . . . . . . . 30 LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ------------------------------------------------------ ------------------------------------------------------ 34,519 SHARES VIVRA INCORPORATED COMMON STOCK ---------- PROSPECTUS SUPPLEMENT March 29, 1996 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----