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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 11, 2002
SYNCOR INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-8640 85-0229124
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6464 Canoga Avenue, Woodland Hills, California 91367
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (818)737-4000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
The text of a press release dated December 11, 2002, issued by Syncor
International Corporation ("Syncor"), is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by Syncor, dated December 11, 2002.
SIGNATURES
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.
SYNCOR INTERNATIONAL CORPORATION
By: /s/ William P. Forster
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Name: William P. Forster
Title: Senior Vice President and
Chief Financial Officer
Dated: December 11, 2002
Exhibit 99.1
[GRAPHIC OMITTED]
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Tony Knight
Sitrick and Company
(310) 788-2850
Bill Powell - Investor Relations
Syncor International Corp.
(818) 737-4702
SYNCOR MAILS PROXY MATERIALS FOR RECONVENED SPECIAL
MEETING TO VOTE ON ACQUISITION BY CARDINAL HEALTH
o Special Meeting to be Reconvened on December 30, 2002
o Implements Previously Announced Agreement with Department of Justice by
Entering Syncor Taiwan Guilty Plea
o Securities and Exchange Commission Approves Settlement Entered into by
SEC Staff
WOODLAND HILLS, California, December 11, 2002 - Syncor International Corporation
(Nasdaq: SCOR) announced today that it has mailed supplemental proxy materials
to its stockholders for its special meeting of stockholders to be reconvened on
December 30, 2002 for the purpose of voting on the agreement providing for the
acquisition of Syncor by Cardinal Health (NYSE: CAH).
As previously announced, the meeting was adjourned on December 6, 2002 and will
be reconvened on December 30, 2002 at 2:00 p.m. PST, at the Warner Center Hilton
Hotel, 6360 Canoga Avenue, Woodland Hills, California. The meeting was adjourned
in order to give Syncor stockholders an opportunity to review amendments to the
original merger agreement dated June 14, 2002 and other recent developments
affecting Syncor. Supplemental proxy materials describing the amended merger
agreement and related matters were mailed today to all Syncor stockholders as of
the record date of October 9, 2002. A Cardinal Health post-effective amendment
relating to the supplemental proxy materials was declared effective by the SEC
yesterday.
Pursuant to a previously announced agreement with the U.S. Department of Justice
(DOJ) relating to improper payments made by Syncor subsidiaries in certain
foreign countries, Syncor's subsidiary, Syncor Taiwan, Inc., pled guilty
yesterday to a violation of the Foreign Corrupt Practices Act (FCPA) and was
sentenced by the court to pay a previously agreed to $2 million fine.
In addition, yesterday the Securities and Exchange Commission approved the
agreement announced on December 4, 2002 with the SEC Staff. In connection with
that agreement, the SEC issued an administrative order finding that Syncor
violated the anti-bribery, books-and-records, and internal-controls provisions
of the FCPA, ordering Syncor to cease-and-desist from such violations, and
requiring Syncor to retain an independent consultant to review and make
recommendations concerning the company's FCPA compliance policies and
procedures. Yesterday the SEC also filed a civil complaint against Syncor
alleging violations of the FCPA. Without admitting or denying the SEC's charges,
Syncor consented to the SEC's issuance of its administrative order and to the
entry of a final judgment in the lawsuit requiring it to pay a $500,000 civil
penalty. The civil penalty is subject to court approval.
The proposed acquisition of Syncor by Cardinal Health was first announced in
June 2002 and is a stock-for-stock merger in which Syncor will become a
wholly-owned subsidiary of Cardinal Health. As announced on December 4, 2002,
under the terms of the amended merger agreement, Syncor stockholders will
receive 0.47 of a Cardinal Health common share in exchange for each outstanding
share of Syncor common stock upon completion of the merger. The acquisition
remains subject to satisfaction of various conditions, including approval of the
amended merger agreement by Syncor stockholders. Syncor expects that the merger
transaction will close shortly after the Syncor stockholder meeting if the
amended merger agreement is approved by Syncor stockholders and all other
conditions to the merger have been satisfied.
About Syncor
Syncor International Corporation is a leading provider of high
technology health care services concentrating on nuclear pharmacy services,
medical imaging, niche manufacturing and radiotherapy. In the nuclear pharmacy
services business, Syncor compounds and dispenses radiopharmaceuticals for
diagnostic and therapeutic use by nuclear medicine departments in hospitals and
outpatient clinics. Syncor distributes these time-critical pharmaceuticals to
more than 7,000 U.S.-based customers through an integrated network of 130
domestic and 19 international nuclear pharmacies. Medical imaging services are
provided through an integrated network of 73 domestic and 19 internationally
owned or operated facilities. Syncor announced on June 14, 2002 that it intends
to exit the U.S. medical imaging business. Syncor also owns or operates ten
domestic and two international production facilities for positron emission
tomography (PET) radiopharmaceuticals, and is a party to a series of agreements
to make PET technology more accessible to healthcare providers and patients
nationwide. For more information visit www.syncor.com.
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Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant of
these uncertainties are described in Syncor's Form 10-K, Form 8-K and Form 10-Q
reports (including all amendments to those reports) and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the loss of one
or more key customer or supplier relationships, changes in the distribution
patterns or reimbursement rates for health-care products and/or services, the
costs and other effects of governmental regulation and legal and administrative
proceedings, and general economic and market conditions. Syncor undertakes no
obligation to update or revise any forward-looking statements.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Syncor
International Corporation ("Syncor") in connection with the proposed merger, and
their interests in the solicitation, is set forth in the definitive proxy
statement/prospectus dated October 16, 2002 mailed to Syncor stockholders on
October 17, 2002 and filed with the SEC as well as supplemental proxy materials
dated, mailed and filed with the SEC on November 25, 2002 and December 11, 2002,
respectively. Cardinal Health, Inc. ("Cardinal Health") has filed a registration
statement on Form S-4 in connection with the transaction. Investors and security
holders of Syncor are urged to read the definitive proxy statement/prospectus
and supplemental proxy materials because it contains important information about
Cardinal Health, Syncor and the transaction. Investors and security holders may
obtain a free copy of the proxy statement/prospectus and the supplemental proxy
materials at the SEC's web site at www.sec.gov. A free copy of the proxy
statement/prospectus and the supplemental proxy materials may also be obtained
from Cardinal Health or Syncor. Cardinal Health and Syncor and their respective
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Syncor in favor of the
transaction. In addition to the registration statement on Form S-4 filed by
Cardinal Health in connection with the transaction, and the proxy
statement/prospectus and supplemental proxy materials mailed to the stockholders
of Syncor in connection with the transaction, each of Cardinal Health and Syncor
file annual, quarterly and special reports, proxy and information statements,
and other information with the SEC. Investors may read and copy any of these
reports, statements and other information at the SEC's public reference room
located at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call
the SEC at 1-800-SEC-0330 for further information. The reports, statements and
other information filed by Cardinal Health and Syncor with the SEC are also
available for free at the SEC's web site at www.sec.gov. A free copy of these
reports, statements and other information may also be obtained from Cardinal
Health or Syncor. Investors should read the proxy statement/prospectus and the
supplemental proxy materials carefully before making any voting or investment
decision.
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