-----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, HumcoJMrlnl+2qxFp5PesFgIEZ51GEU0zdUx/VgmGf0NDotGdB+YHCtKHsWVZuHz 9+z+SbGMoMKaR7V7oo8zxQ== 0000950008-96-000287.txt : 19960826 0000950008-96-000287.hdr.sgml : 19960826 ACCESSION NUMBER: 0000950008-96-000287 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960823 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVRA INC CENTRAL INDEX KEY: 0000850882 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] 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: 96619841 BUSINESS ADDRESS: STREET 1: 1850 GATEWAY DRIVE, FIFTH FLOOR STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 415-577-5700 MAIL ADDRESS: STREET 1: 1850 GATEWAY DRIVE, FIFTH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 424B2 1 PROSPECTUS SUPPLEMENT PURSUANT TO 424B2 PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii) (TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736 460,000 Shares VIVRA INCORPORATED Common Stock --------- VIVRA Incorporated, a Delaware corporation (the "Company") has issued and sold 460,000 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 Cooper, Moody, Altschuler, Chianer, Dennis & Niedeman, P.A., d/b/a the Greater Fort Lauderdale Heart Group (the "Acquired Company"). The Company and the shareholders of the Acquired Company, have entered into a Stock Exchange Agreement (the "Exchange Agreement"). 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 August 22, 1996 was $30.00 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 August 22, 1996. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 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 MERGER 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 $13,800,000 (the "Purchase Price"), paid by the delivery of the 460,000 Shares. The Shares were calculated as that number of shares of the Common Stock equal to (i) the Purchase Price divided by (ii) $30.00. 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 June 30, 1996. Stock Exchange Listing Pursuant to a condition to each party's obligation to consummate the Exchange, the Shares issued in connection with the Exchange 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 execution and delivery of the Exchange Agreement will not violate the charter documents of the Acquired Company or cause the Acquired Company to breach any agreement or judgment, or accelerate any indebtedness; (vi) the Acquired Company's compliance with laws, including holding all rights, permits, consents and licenses necessary to conduct its business; (vii) no undisclosed threatened or pending litigation of the Acquired Company; (viii) taxes and tax returns of the Acquired Company; (ix) insurance policies, labor arrangements, compensation of personnel, employment contracts and compliance with and qualification of employee benefit plans of the Acquired Company; (x) trade names, trademarks, service marks, copyrights, patents and any pending registrations or applications of the Acquired Company; (xi) absence of undisclosed liabilities of the Acquired Company; (xii) material contracts, commitments, instruments and leases to which the Acquired Company is a party and no breach thereof; (xiii) no employment of services of any brokers by the Acquired Company or the Company in connection with the Exchange; (xiv) delivery of securities documents and filings of the Company to Drs. Altschuler, Chizner, Dennis, Moody and Niederman; (xv) no untrue representation or warranty of the Company or the Acquired Company; (xvi) 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; (xvii) no transactions by the Acquired Company with affiliates thereof; and (xviii) the transaction qualifying as a pooling of interests transaction. Closing Agreements Under the Agreement, the parties executed, acknowledged and delivered at the Closing, Employment Agreements between Vivra Specialty Partners, Inc. and each of the shareholders of the Acquired Company. -2- TABLE OF CONTENTS PROSPECTUS SUPPLEMENT INCORPORATION BY REFERENCE.................................................. 1 CERTAIN TERMS OF THE ACQUISITION............................................ 2 PROSPECTUS AVAILABLE INFORMATION....................................................... 2 INCORPORATION BY REFERENCE.................................................. 2 THE COMPANY................................................................. 4 RISK FACTORS................................................................ 5 PRICE RANGE OF COMMON STOCK................................................. 10 DIVIDEND POLICY............................................................. 10 SELECTED SUPPLEMENTAL CONSOLIDATED FINANCIAL DATA........................... 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................................................... 12 BUSINESS.................................................................... 16 MANAGEMENT.................................................................. 25 OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS........................... 32 LEGAL MATTERS............................................................... 32 EXPERTS..................................................................... 32 ------------------------------------------------------ ------------------------------------------------------ 460,000 SHARES VIVRA INCORPORATED COMMON STOCK ---------- PROSPECTUS SUPPLEMENT August 22, 1996 - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----