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): December 1, 2005
CURATIVE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 000-50371 51-0467366
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
61 Spit Brook Road
Nashua, New Hampshire 03060
(Address of principal executive offices) (zip code)
(603) 888-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2005, Curative Health Services, Inc. and certain of its
subsidiaries (the "Company") entered into an Asset Purchase Agreement
(the "Agreement") to sell certain assets, properties and rights to ProCare
Pharmacy, Inc. and ProCare Pharmacy Direct, Inc. (collectively, "ProCare")
for a total cash consideration of $1.75 million.
Under the Agreement, the Company will sell and ProCare will purchase or
assume certain personal property, licenses, permits, contracts, leases and
patient files related to the Company's specialty injectable and oral medications
business, including Synagis(R) (collectively, the "Purchased Assets"). In
addition, ProCare will assume and the Company will no longer be responsible for
all liabilities and obligations related to the operation of the specialty
injectable and oral medications business and the Purchased Assets arising after
the consummation of the sale. The Agreement contains customary representations
and covenants of the parties, and includes an agreement by the Company not to
engage in the business of providing Synagis(R) in any territory covered by the
Purchased Assets for three years after the closing. The Agreement will be
filed as an exhibit to the Company's Form 10-K for the fiscal year ended
December 31, 2005.
As previously disclosed on a Form 8-K filed by the Company on June 29,
2005, Critical Care Systems, Inc., a wholly-owned subsidiary of the Company, and
PharmaCare Management Services, Inc., ProCare's affiliated pharmacy benefit
management company, entered in an Agreement for Pharmacy Services whereby the
Company became the preferred provider for specialty home infusion services for
PharmaCare's customer base, including providing nutrition support,
anti-infective therapies, pain management, immunoglobulin therapy, chemotherapy,
hydration therapy and factor products for bleeding disorders. It is anticipated
that this Agreement for Pharmacy Services will not be affected by the execution
and consummation of the Agreement.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Upon execution of the Agreement (as defined above in Item 1.01) on
December 1, 2005, the Company became committed to a plan under which certain of
its branches will close as a result of its sale of the Purchased Assets (as
defined above in Item 1.01) to ProCare. Specifically, effective December 2,
2005, the Company's specialty injectable and oral medications business,
including Synagis(R), at the following five branches will be transferred to
ProCare:
Albany, New York
Lake Charles, Louisiana
Birmingham, Alabama
Columbus, Mississippi
Hurricane, West Virginia
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The Company anticipates that all of its operations at these branches
related to the specialty injectable and oral medications business will cease as
of the closing date, December 2, 2005, and all of these branches will be closed
within several weeks, except for Columbus, Mississippi, which will be operated
by ProCare.
The Company estimates its costs to terminate property leases at
approximately $577,000, costs associated with severances, outsourcing services
and vacation payouts at approximately $379,000, miscellaneous costs at
approximately $46,000 and equipment write offs of approximately $150,000, for
total estimated costs of approximately $1,152,000. Cash expenditures related to
these costs are expected to be approximately $1,002,000. The Company expects to
record charges related to the closing of these branches in the fourth quarter of
2005.
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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: December 5, 2005 By: /s/ Thomas Axmacher
___________________________________
Thomas Axmacher
Chief Financial Officer
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