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):July 12, 2004
PAINCARE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| FLORIDA | 1-14160 | (06-1110906) | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NUMBER) |
37 N. ORANGE AVENUE, SUITE 500
ORLANDO, FLORIDA 32801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(407) 926-6615
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
(407) 926-6616
(REGISTRANT’S FACSIMILE NUMBER, INCLUDING AREA CODE)
WWW.PAINCAREINC.COM
(REGISTRANT’S WEBSITE ADDRESS)
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On June 12th 2004, we announced we completed the merger with Benjamin Zolper, M.D., LLC, d/b/a Northeast Pain Management (NPM), the largest dedicated Pain Center in Maine. Pursuant to a management agreement, we will provide ongoing management and administrative services. The capital stock of NPM was acquired in the merger transaction from the sole member, Benjamin Zolper, M.D. NPM nor Benjamin Zolper, M.D. have any prior relationship with us.
Total consideration which may be paid to Dr. Zolper is $3,500,000, with 50% of such consideration to be paid in cash and 50% in PainCare’s common stock. One-half of the of the purchase price ($1,750,000) was paid at closing with the remaining purchase price ($1,750,000) payable pro-rata over three years conditioned upon PainCare realizing at least $700,000 per year in net operating income. PainCare will fund the cash portion of the initial purchase price from the proceeds of the recently completed $3 million Convertible Debenture offering.
The acquisition has been accounted for using the purchase method of accounting.
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ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The financial statements and the pro forma financial information are in process of being prepared and will be filed as an amendment to this report.
| Exhibits |
Material Contracts | |
| Exhibit 10.1 |
Merger Agreement and Plan of Reorganization | |
| Exhibit 99.1 |
Press Release dated July 12, 2004 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PAINCARE HOLDINGS, INC.
| Date: July 15, 2004 | By: | /s/ RANDY LUBINSKY | ||
| Chief Executive Officer and Director |
| Date: July 15, 2004 | By: | /s/ MARK SZPORKA | ||
| Chief Financial Officer, Secretary and Director |
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