SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
September 30, 2002
date of report (date of earliest event reported)
MATRIA HEALTHCARE, INC.
Delaware 0-20619 58-2205984
(State of Incorporation) SEC File Number (IRS Employer Identification No.)
1850 Parkway Place
Marietta, GA 30067
(770) 767-4500
Item 2. Acquisition or Disposition of Assets
On September 30, 2002 (effective October 1, 2002), Matria Healthcare, Inc.
("Matria") completed its acquisition from LifeMetrix, Inc. ("LifeMetrix") of all
of the issued and outstanding stock of Quality Oncology, Inc. ("Quality
Oncology"), a wholly owned subsidiary of LifeMetrix, LifeMetrix's Integrated
Care Management System and its rights in Cancerpage.com(TM), and other assets of
LifeMetrix and its other subsidiaries relating to its cancer disease management
business. Matria also assumed various contractual and payroll liabilities
related to the acquired business and assets. In exchange for these assets,
Matria paid to LifeMetrix at or prior to the closing cash payments from Matria's
cash on hand totaling $3,000,000 and issued to LifeMetrix 890,144 shares of
Matria Common Stock at the closing. To secure LifeMetrix's indemnification
obligations, 104,450 of the shares issued to LifeMetrix were placed in an escrow
account to be held until March 31, 2003. In addition to the consideration paid
at or prior to the closing, Matria will make an earn out payment to LifeMetrix
in 2004 based on the future financial performance of Quality Oncology. The earn
out will be payable, at Matria's option, in cash, shares of Matria Common Stock
or a combination thereof; provided that at least $10 million or twenty percent
of the earn out, whichever is lower, will be paid in cash. The terms of the
acquisition were determined through negotiations between Matria and LifeMetrix
and are set forth in a Purchase and Sale Agreement, dated April 29, 2002, by and
among Matria, LifeMetrix, and Quality Oncology (the "Purchase Agreement").
On September 26, 2002, Matria stockholders approved the issuance of Matria
Common Stock in connection with the acquisition. The issuance of Matria Common
Stock under the Purchase Agreement was registered under the Securities Act of
1933 pursuant to Matria's registration statement on Form S-4 (Registration No.
333-90944), filed with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
(a) The audited financial statements of Quality Oncology, Inc. as of
December 31, 2001 and for the year then ended and the unaudited financial
statements of Quality Oncology, Inc., as of June 30, 2002 and for the six months
then ended are incorporated herein by reference to the Registration Statement on
Form S-4 (Registration No. 333-90944), filed by Matria.
(b) The pro forma information and explanatory notes required by Article 11
of Regulation S-X and this Item 7 are incorporated herein by reference to the
Registration Statement on Form S-4 (Registration No. 333-90944), filed by
Matria.
(c) Exhibits.
2.1 Purchase and Sale Agreement by and among Matria Healthcare, Inc.,
LifeMetrix, Inc., and Quality Oncology, Inc., dated April 29, 2002, which is
incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-90944), filed by Matria.
99.1 Standstill Agreement, dated September 30, 2002, by and among Matria
Healthcare, Inc., LifeMetrix, Inc., and the stockholders listed on Schedule 1
attached therein.
99.2 Registration Rights Agreement, dated September 30, 2002, by and among
Matria Healthcare, Inc., LifeMetrix, Inc., and the preferred stockholders of
LifeMetrix listed on Schedule 1 attached therein.
SIGNATURE
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.
MATRIA HEALTHCARE, INC.
By: /s/ Parker H. Petit
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Parker H. Petit
Chairman, President and Chief Executive
Officer
Date: October 8, 2002
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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2.1 Purchase and Sale Agreement by and among Matria Healthcare, Inc.,
LifeMetrix, Inc., and Quality Oncology, Inc., dated April 29, 2002, which
is incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-90944), filed by Matria.
99.1 Standstill Agreement, dated September 30, 2002, by and among Matria
Healthcare, Inc., LifeMetrix, Inc., and the stockholders listed on Schedule
1 therein.
99.2 Registration Rights Agreement, dated September 30, 2002, by and among
Matria Healthcare, Inc., LifeMetrix, Inc., and the preferred stockholders
of LifeMetrix listed on Schedule 1 attached therein.