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 28, 2002
Minnesota 000-19370 41-1503914
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5051 Highway 7, Ste. 100, St. Louis Park, MN 55416
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 922-0201
Not Applicable
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On February 28, 2002, Curative Health Services, Inc. ("Curative") acquired
all of the outstanding capital stock of Apex Therapeutic Care, Inc. ("Apex")
pursuant to a Stock Purchase Agreement by and among Curative and the
stockholders of Apex, dated as of January 27, 2002. Through its acquisition of
Apex, Curative has acquired all of the assets of Apex including customer and
supplier contracts, licenses, inventory, real estate leases and office
equipment. The consideration paid by Curative consisted of 1,805,969 newly
issued shares of Curative common stock, $18,700,000 cash and a $5,000,000
promissory note. The purchase price for Apex was determined through arms-length
negotiations between Curative and the former stockholders of Apex. The cash
portion of the consideration was funded by cash on hand.
The tangible assets acquired by Curative were used by Apex to provide
pharmaceuticals, therapeutic supplies and disease management services to people
with hemophilia and related bleeding disorders. Curative intends to continue to
use the acquired assets in the same capacity.
The foregoing is a summary of certain terms and conditions, is not intended
to be complete and is qualified by reference to the Stock Purchase Agreement and
press release describing the transaction, which are filed as exhibits to this
Form 8-K, and which are hereby incorporated herein by reference.
Item 5. Other Events and Regulation FD Disclosure
On March 7, 2002, Curative issued a press release regarding certain
anticipated changes in management, which is filed as an exhibit to this Form
8-K, and which is hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of Apex Therapeutic Care, Inc. are not
provided with this initial report. These financial statements will be
provided in an amendment to this Current Report on Form 8-K within 60
days after the date that this Current Report on Form 8-K is required
to be filed.
(b) Pro Forma Financial Information
The pro forma financial information is not provided with this initial
report. The pro forma financial information will be provided in an
amendment to this Current Report on Form 8-K within 60 days after the
date that this Current Report on Form 8-K is required to be filed.
(c) Exhibits
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Exhibit Description of Exhibit
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2 Stock Purchase Agreement by and among Curative Health
Services, Inc. and the stockholders of Apex Therapeutic
Care, Inc., dated as of January 27, 2002
99.1 Press Release dated February 28, 2002
99.2 Press Release dated March 7, 2002
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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.
CURATIVE HEALTH SERVICES, INC.
Date: March ____, 2002 By /s/ Thomas Axmacher
----------------------------------------
Thomas Axmacher
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
2 Stock Purchase Agreement by and among Curative Health
Services, Inc. and the stockholder of Apex Therapeutic Care,
Inc., dated as of January 27, 2002
99.1 Press Release dated February 28, 2002
99.2 Press Release dated March 7, 2002
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