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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
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JUNE 15, 2001
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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MATRIA HEALTHCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20619 58-2205984
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1850 PARKWAY PLACE
MARIETTA, GEORGIA 30067
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES INCLUDING ZIP CODE)
(770) 767-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
In connection with its acquisition of substantially all of the assets of Gainor
Medical Management, L.L.C. ("Gainor Medical") in 1999, the Registrant issued to
Gainor Medical Series A convertible preferred stock, Series B redeemable
preferred stock, warrants to purchase common stock and subordinated notes
(collectively, the "Securities"). As of April 1, 2001, Gainor Medical, and Mark
J. Gainor and SZ Investments, L.L.C. ("SZ Investments"), as members of Gainor
Medical, by virtue of the preferred stock and warrants it owns, are deemed to
beneficially own 1,555,555 shares (17.6%) of the Registrant's common stock. Mr.
Gainor is one of the Registrant's directors and SZ Investments has the
contractual right to designate one of the Registrant's directors. SZ
Investments' current designee is Richard F. Levy.
In May of 2001, the Registrant entered into a Securities Purchase Agreement with
Gainor Medical, Mark J. Gainor and SZ Investments (the "Securities Purchase
Agreement"), pursuant to which the Registrant, subject to certain conditions,
may repurchase the Securities for approximately $59 million. Such conditions
included requirements that the Registrant, as of June 15, 2001, must have
obtained financing for the purchase of a specified portion of the Securities and
any necessary consents from its lenders under its current credit agreement. As
of the time of this filing, the Registrant has obtained such financing and all
of the consents required under its credit agreement. In the event the Registrant
completes the purchase of the Securities, the Registrant expects that Mark J.
Gainor will resign from its board of directors.
Under the terms of the Securities Purchase Agreement, the aggregate cost to
purchase all of the classes of the preferred stock is expected to be $41 million
and the cost to repurchase the warrants is expected to be approximately $4
million (based on an assumed Registrant per share price of $16.00). On June 13,
2001, the closing sale price of one share of the Registrant's common stock was
$15.60. Prepayment of the notes, the aggregate principal amount of which totals
approximately $14 million, is governed by their terms and will cost
approximately $14.7 million, which amount includes accrued and unpaid interest.
The notes bear interest at the rate of 12% per annum, mature in 2005 and require
principal payments in the amount of approximately $4.7 million in each of 2003,
2004 and 2005. See Management's Discussion and Analysis of Financial Condition
and Operations -- Liquidity and Capital Resources" included in this filing and
Notes 2, 5 and 9 of the Notes to the Registrant's Consolidated Financial
Statements contained in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 for further descriptions of the material terms of the
Securities.
The repurchase of the Securities was approved unanimously by the Registrant's
board of directors, other than Messrs. Gainor and Levy who abstained from
voting. In approving these repurchases, which the Registrant believes to be in
its best interest, the Registrant's board of directors considered a number of
factors, including the pro forma implications of the transaction on the
Registrant's capital structure, financial condition and results of operations.
The proposed repurchase will simplify the Registrant's capital structure as it
intends to redeem two classes of preferred stock, a subordinated note and
warrants with a single class of debt securities. Additionally, by retiring the
convertible preferred stock and the warrants, the Registrant also will eliminate
approximately 805,555 equivalent shares or approximately 8.4% of its fully
diluted share amount (based on an assumed per share price of the Registrant of
$16.00). Further, the preferred stock will be acquired for $41 million, a
discount to its aggregate face amount of $45 million, and its related non-tax
deductible dividend payments will be replaced by the tax deductible interest
expense of the notes. The foregoing discussion of the factors the board of
directors considered is not intended to be exhaustive. The Registrant's board of
directors did not assign any relative or specific weights to these factors, and
individual directors may have given different weights to different factors.
In addition, the Registrant expects to enter into a new revolving credit
facility, which would replace its existing revolving credit facility. Reference
is made to Exhibits 99.1, 99.2, 99.4 and 99.5 attached hereto. The information
contained in Exhibits 99.1, 99.2 and 99.4 is qualified by, and should be read in
conjunction with, the information contained in Exhibit 99.5. The Registrant
undertakes no obligation to update this information, including any
forward-looking statements to reflect subsequently occurring events or
circumstances.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Exhibits
4.12 Fourth Amendment to the Credit Agreement and Waiver dated March 30,
2001, to the Credit Agreement, dated January 19, 1999, among Matria
Healthcare, Inc., First Union National Bank as agent for the Lenders
and the Required Lenders.
4.13 Fifth Amendment to Credit Agreement, dated as of May 14, 2001, to the
Credit Agreement, dated January 19, 1999, among Matria Healthcare,
Inc., First Union National Bank as agent for the Lenders and the
Required Lenders.
99.1 Management's Discussion and Analysis of Financial Condition and
Results of Operations of Registrant.
99.2 Business of Registrant.
99.3 Certain Information that may be Disclosed to Prospective Investors in a
Private Placement.*
99.4 Information Regarding Forward-Looking Statements of Registrant.
99.5 Risk Factors Affecting Registrant.
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* Furnished pursuant to Regulation FD and not filed pursuant to the Securities
Exchange Act of 1934, as amended.
ITEM. 9. REGULATION FD DISCLOSURE.
In connection with the repurchase of those certain securities described in Item
5 of this Report, the Registrant intends to raise approximately $135 million
through a private placement of Senior Notes due 2008. The notes have not been
registered under the Securities Act of 1933 or any state securities laws and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act of 1933 and
applicable state securities laws. This current report on Form 8-K does not
constitute an offer to sell or the solicitation of an offer to buy the Notes.
The information filed under this Item 9 and Exhibit 99.3 is being furnished
pursuant to Regulation FD and not filed pursuant to the Securities Exchange Act
of 1934, as amended. None of this information may be incorporated by reference
into any other filings the Registrant has made or may make pursuant to the
Securities Act of 1933, as amended or into any other documents unless such
portion of this Current Report on Form 8-K is expressly and specifically
identified in such filling as being incorporated by reference therein. In
addition, the furnishing of the information in this Report and in the attached
Exhibit 99.3 is not intended to, and does not, constitute a determination or
admission that the information is material, or that you should consider this
information before making an investment decision with respect to any security of
the Registrant. The information contained in Exhibit 99.3 is qualified by, and
should be read in conjunction with, the information contained in Exhibits 99.4
and 99.5. The Registrant undertakes no obligation to update this information,
including any forward-looking statements, to reflect subsequently occurring or
circumstances.
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SIGNATURES
Pursuant to the requirements Section 12 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/ "Pete" Petit
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Parker H. Petit
Chairman, President and Chief Executive Officer
Dated: June 15, 2001
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