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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2002
MIM Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-28740 05-0489664
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
100 Clearbrook Road, Elmsford, NY 10523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 460-1600
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(Former name or former address, if changed since last report)
Item 2. Acquisitions or Disposition of Assets.
This Form 8-K/A is being filed to amend the Form 8-K filed on February 5,
2002 by MIM Corporation (the "Company") to include the financial statements and
pro forma financial information referred to in Item 7 below relating to the
acquisition by the Company of all of the issued and outstanding common stock of
Vitality Home Infusion Services, Inc., a New York corporation ("Vitality"),
pursuant to a Stock Purchase Agreement dated as of January 9, 2002 (the
"Purchase Agreement"). At the time of the filing of the Form 8-K, it was
impractical for the Company to provide financial information for Vitality or pro
forma financial information of the Company relative to its acquisition of
Vitality. Pursuant to the instructions to Item 7 of Form 8-K, the Company hereby
amends Item 7 to the Form 8-K to include the previously omitted information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements of
Vitality are attached hereto as Exhibit 99.2.
(b) Pro Forma Financial Information. The pro-forma consolidated financial
statements of the Company are attached hereto as Exhibit 99.3.
(c) Exhibits.
2.1* Purchase Agreement, dated as of January 9, 2002, among Vitality, Marc
Wiener, Barbara Kammerer and the Company.
99.1* Press Release, dated January 31, 2002, issued by the Company
99.2 Audited Financial Statements of Vitality as of December 31, 2001 and
2000 and for the years ended December 31, 2001, 2000 and 1999.
99.3 Pro-Forma Financial Statements of the Company as of and for the year
ended December 31, 2001.
99.4 Letter to SEC pursuant to Temporary Note 3T
* Incorporated by reference to the Company's Current Report on Form 8-K filed
with the Commission on February 5, 2002
2
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.
Date: April 16, 2002 MIM Corporation
By: /s/ Barry A. Posner
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Barry A. Posner,
Executive Vice President
EXHIBIT INDEX
99.2 Audited Financial Statements of Vitality as of December 31, 2001 and 2000
and for the years ended December 31, 2001, 2000 and 1999.
99.3 Pro-Forma Financial Statements of the Company as of and for the twelve
months ended December 31, 2001.
99.4 Letter to SEC pursuant to Temporary Note 3T