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Strategies & Market Trends : Shorting stocks: Broken stocks - Analysis

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To: chester lee who wrote (1209)6/19/1998 4:35:00 PM
From: drakes353  Read Replies (1) of 2506
 
I'm on it Chester. This from the 8-K filed 8/14/97:

>>>>>ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS

On July 31, 1997 EquiMed, Inc (the "Registrant") agreed to
acquire Anesthesia Solutions, Inc. ("ASI") from Douglas R.
Colkitt, M.D., the Chairman and Chief Executive Officer of the
Registrant ("Colkitt").
In the transaction, the Registrant
acquired all of the capital stock of ASI, a Delaware corporation.
The acquisition was effective as of July 1, 1997. ASI provides
hospital based anesthesia services throughout the United States.
The Registrant intends to continue the operation of ASI in its
present form.

As consideration for the capital stock of ASI, the
Registrant shall assume certain debt of ASI and Colkitt shall
have the right to receive as stock consideration from EquiMed the
number of shares of EquiMed common stock with an aggregate value
equal to 5.5 multiplied by the EBITDA for the calendar year ended
December 31, 1997 less an amount equal to ASI's debt (as defined
in the Stock Purchase Agreement) as of June 30, 1997, subject to
certain negative adjustments if ASI's working capital deficit (as
defined in the Stock Purchase Agreement) as of June 30, 1997
exceeded $10,000,000 or if ASI's debt (as defined in the Stock
Purchase Agreement) exceeds $13,000,000. From June 1, 1996
through December 31, 1996, ASI had total revenues of
approximately $20,000,000. In connection with this transaction
an acquisition valuation study was undertaken by an independent
appraiser and the transaction was approved by the Registrant's
independent director.....
<<<<<

Doh, I think the guy that approved the "valuation" work runs a printing business in State College. Too funny.

>>>ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

As of the date of filing of this Current Report on Form 8-K,
it is impractical for the Registrant to provide the financial
statements required by this Item 7(a). In accordance with Item
7(a)(4) of Form 8-K, such financial statements will be filed by
amendment to this Form 8-K no later than 60 days after August 14,
1997.

(b) Pro Forma Financial Information

As of the date of filing of this Current Report on Form 8-K,
it is impractical for the Registrant to provide the pro forma
financial information required by this Item 7(b). In accordance
with Item 7(b) of Form 8-K, such financial statements will be
filed by amendment to this Form 8-K no later than 60 days after
August 14, 1997.<<<<<<

FWIW, Equimed never filed the 8-K/A with the detailed financials of ASI. Guess we now know why.

drakes353

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