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): November 14, 2002
CURATIVE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 000-19370 41-1503914
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
150 Motor Parkway, Hauppauge, New York 11788-5145
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 232-7000
Not Applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events and Regulation FD Disclosure
On November 14, 2002, Curative Health Services, Inc. issued a press release
announcing that it entered into a definitive agreement to acquire OptCare Plus,
Inc. ("OptCare") for approximately $10.5 million in cash, subject to customary
conditions. OptCare could also receive additional proceeds depending upon the
achievement of certain targets in calendar year 2003. OptCare is a specialty
pharmacy dispensing biological medications such as hemophilia clotting factors.
OptCare's focus is on persons affected by bleeding disorders. In addition,
OptCare coordinates infusion nursing and provides complete pharmacy services,
clinical and reimbursement support services to chronic disease communities. The
acquisition is expected to close in the fourth quarter of 2002. A copy of the
press release is attached as Exhibit 99.1, which is incorporated herein by
reference under this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not required.
(b) Pro Forma Financial Information
Not required.
(c) Exhibits
Exhibit Description of Exhibit
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99.1 Press Release dated November 14, 2002 relating to the
Company's entering into a definitive agreement to
acquire OptCare Plus, Inc. (subject to Item 5).
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: November 15, 2002 By: /s/ Thomas Axmacher
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Thomas Axmacher
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Richard Moyer
Scott Eckstein Investor Relations
Investor Relations Cameron Associates
Curative Health Services 212-554-5466
631-232-7044 richard@cameronassoc.com
seckstein@curativehealth.com
CURATIVE HEALTH SERVICES TO ACQUIRE OPTCARE PLUS
Acquisition Expands Hemophilia Operations
Hauppauge, New York - November 14, 2002 - Curative Health Services, Inc.,
(Nasdaq: CURE), announced today it has entered into a definitive agreement to
acquire OptCare Plus, Inc. ("OptCare") for approximately $10.5 million in cash,
subject to customary conditions. OptCare could also receive additional proceeds
depending upon the achievement of certain targets in calendar year 2003. The
transaction is expected to close in the fourth quarter of 2002. As a result,
Curative has revised its guidance for 2003 and now anticipates revenues of
approximately $219 - $230 million and earnings per diluted share to be in the
range of $1.47 - $1.53.
OptCare is a specialty pharmacy dispensing biological medications such as
Hemophilia clotting factors. OptCare's focus is on persons affected by bleeding
disorders. In addition, OptCare coordinates infusion nursing and provides
complete pharmacy services, clinical and reimbursement support services to
chronic disease communities. OptCare's service area primarily focuses on the
populations of Virginia, Maryland and District of Columbia.
"This acquisition expands our growing Hemophilia operations. Curative has
continued to show solid organic growth in Hemophilia patient product revenues
both on a sequential and year-over-year basis," said Joseph Feshbach, Curative's
Chairman and Chief Executive Officer. "We believe the market trends in this
business continue to improve as clotting factor availability increases. With the
addition of OptCare's highly experienced clinical staff trained in Hemophilia
management, we will increase our capabilities to provide high-quality,
cost-effective products and services to patients affected by Hemophilia and
other chronic disease states."
About Curative Health Services
Curative Health Services delivers superior clinical outcomes and unmatched
patient satisfaction for patients experiencing serious medical conditions
through two unique business units.
Curative's Specialty Pharmacy Services business unit provides services to
help patients manage the health care process, and offers related pharmacy
products to patients for chronic and critical disease states, such as
Hemophilia.
Curative's Specialty Healthcare Services ("SHS") business unit is an
industry leader in chronic wound care management, consistently achieving an
outcome success rate of more than 80 percent. SHS provides a broad continuum of
services to health care providers through a nationwide network. This national
network of more than 100 hospital-based Wound Care Center(R) programs has
offered comprehensive treatment to over 300,000 patients, achieving more than a
95 percent patient satisfaction rate.
For more information, visit www.curative.com
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This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, the termination or non-renewal of a material number of contracts, an
inability to obtain new contracts, changes in the government regulations
relating to the Company's Specialty Healthcare Services or Specialty Pharmacy
Services business units, changes in the regulations governing third party
reimbursements for the Company's services, manufacturing shortages of products
sold by Curative's Specialty Pharmacy Services business unit, and the other
risks and uncertainties detailed in the Company's filings with the Securities
and Exchange Commission. Readers of this release are referred to the Company's
Quarterly Reports on Forms 10Q for the quarters ended June 30, 2002 and
September 30, 2002 which will be filed later today, for further discussion of
these and other factors that could affect future results.
Editors Note: This release is also available on the Internet over the World
Wide Web at: http://www.curative.com
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