Current Report Filing (8-k)
04 Février 2013 - 11:23PM
Edgar (US Regulatory)
UNITED STATES
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) February 1, 2013
BIOSCRIP, INC.
(Exact name of Registrant as specified
in its charter)
Delaware
|
|
0-28740
|
|
05-0489664
|
(State of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
100 Clearbrook Road, Elmsford, New York
|
|
10523
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number,
including area code: (914) 460-1600
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
On February
1, 2013, BioScrip, Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”)
of all of the issued and outstanding equity of HomeChoice Partners, Inc., a Delaware corporation (“HomeChoice”) pursuant
to that Stock Purchase Agreement dated December 12, 2012 (the “Purchase Agreement”) by and among the Company, HomeChoice,
DaVita HealthCare Partners Inc., a Delaware corporation and majority stockholder of HomeChoice, and the other stockholders of HomeChoice.
The purchase price was $70 million, subject to adjustment based in part on the net working capital of HomeChoice at closing (the
“Purchase Price”).
The Purchase Price may also be increased in an amount up to $20 million if HomeChoice reaches
certain performance milestones in the two years following the closing. The Company funded the Acquisition with a combination of
cash on hand and its revolving credit facility.
HomeChoice is a provider of alternate-site
infusion pharmacy services. Headquartered in Norfolk, VA, HomeChoice services approximately 15,000 patients annually and has fourteen
infusion pharmacy locations in Pennsylvania, Washington, DC, Maryland, Virginia, North Carolina, South Carolina, Georgia, Missouri,
and Alabama.
The foregoing description of material terms
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as 2.1 and is incorporated herein by reference.
The Purchase Agreement was filed to provide investors and security holders with information regarding the terms, provisions, conditions,
and covenants of that agreement and is not intended to provide any other factual information respecting the acquired assets. In
particular, the Purchase Agreement contains representations and warranties made to and solely for the benefit of the parties thereto,
allocating among themselves various risks of the transactions. The assertions embodied in those representations and warranties
are qualified or modified by information in disclosure schedules that the parties exchanged upon execution of the Purchase Agreement.
Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the
Purchase Agreement, which subsequent information may or may not be fully reflected in our public disclosures. Security holders
are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the acquired assets.
On February 4, 2013, the Company issued
a press release announcing the completion of the Acquisition. A copy of the press release is furnished with this Current Report
on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(a)
|
Financial statements of business acquired.
|
|
|
|
The financial statements, to the extent required by this item with respect to the Acquisition, will be provided by amendment to this Report as soon as practicable but no later than 71 calendar days after the date on which this Report was required to be filed pursuant to Item 2.01.
|
|
|
(b)
|
Pro forma financial information.
|
|
|
|
The pro forma financial information, to the extent required by this item with respect to the Acquisition, will be provided by amendment to this Report as soon as practicable but no later than 71 calendar days after the date on which this Report was required to be filed pursuant to Item 2.01.
|
|
|
(d)
|
Exhibits.
|
|
|
|
See the Exhibit Index which is hereby incorporated by reference.
|
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.
|
BIOSCRIP, INC.
|
|
|
Date: February 4, 2013
|
By:
|
/s/ Kimberlee Seah
|
|
|
Kimberlee Seah
|
|
|
Senior Vice President, Secretary and General Counsel
|
Exhibit Index
Exhibit No.
|
|
Description
|
|
|
2.1
|
|
Stock Purchase Agreement dated December 12, 2012, among HomeChoice Partners, Inc., DaVita HealthCare Partners Inc. and the other stockholders of HomeChoice Partners, Inc. Pursuant to Item 601(b)(2) of Regulation S-K, schedules and exhibits to this agreement are omitted. The Company will provide copies of such schedules and exhibits to the SEC upon request.
|
|
|
99.1
|
|
Press Release dated February 4, 2013.
|
BioPlus Acquisition (NASDAQ:BIOS)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
BioPlus Acquisition (NASDAQ:BIOS)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024