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): November 22, 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
On November 22, 2002, the registrant entered into Amendment No. 1
to the Agreement and Plan of Merger with Cardinal Health, Inc. and Mudhen
Merger Corp. A copy of such amendment is filed herewith as Exhibit 2.1 and is
incorporated herein by reference.
The text of a press release issued on November 22, 2002 by Syncor
International Corporation and Cardinal Health, Inc. (the "Companies") 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.
2.1 Amendment No.1 to the Agreement and Plan of Merger, dated as
of November 22, 2002, by and among Cardinal Health, Inc.,
Mudhen Merger Corp. and Syncor International Corporation.
99.1 Press Release issued by the Companies, dated November 22, 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: November 25, 2002
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of November 22, 2002 (this "Amendment"),
to the Agreement and Plan of Merger, dated as of June 14, 2002 (the "Merger
Agreement"), by and among Cardinal Health, Inc., an Ohio corporation
("Cardinal"), Mudhen Merger Corp., a Delaware corporation and a wholly
owned subsidiary of Cardinal ("Subcorp"), and Syncor International
Corporation, a Delaware corporation ("Syncor," and, together with Cardinal
and Subcorp, the "Parties"). Capitalized terms not otherwise defined herein
have the respective meanings set forth in the Merger Agreement.
W I T N E S S E T H :
WHEREAS, the Parties desire to exercise their right pursuant to
Section 7.3 of the Merger Agreement to amend the Merger Agreement to extend
the termination date set forth in Sections 7.1(c), (f) and (g) thereof from
December 31, 2002 to January 15, 2003 as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the Parties hereby agree as follows:
1. Amendment to Sections 7.1(c), (f) and (g) of the Merger Agreement.
Sections 7.1(c), (f) and (g) of the Merger Agreement are hereby
amended to change the references to "December 31, 2002" in such
Sections to "January 15, 2003".
2. Miscellaneous.
(a) From and after the date hereof, all references in the Merger
Agreement to "this Agreement" shall be deemed to mean the Merger
Agreement as amended by this Amendment.
(b) This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to the
principles of conflicts of laws thereof. All actions and
proceedings arising out of or relating to this Amendment shall be
heard and determined in any state or federal court sitting in the
State of Delaware.
(c) This Amendment may be executed in counterparts, which together
shall constitute one and the same Amendment. The Parties to this
Amendment may execute more than one copy of this Amendment, each
of which shall constitute an original.
IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have executed
this Amendment No. 1 to the Merger Agreement or caused this Amendment No. 1
to the Merger Agreement to be executed by their respective officers
thereunto duly authorized as of the date first written above.
CARDINAL HEALTH, INC.
By /s/ Brendan A. Ford
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Name: Brendan A. Ford
Title: Executive Vice-President -
Corporate Development
MUDHEN MERGER CORP.
By /s/ Brendan A. Ford
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Name: Brendan A. Ford
Title: Executive Vice-President -
Corporate Development
SYNCOR INTERNATIONAL CORPORATION
By /s/ Robert G. Funari
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Name: Robert G. Funari
Title: President and Chief Executive
Officer
Exhibit 99.1
[Graphic Omitted]
NASDAQ: SCOR
NYSE: CAH
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
David Verbraska
Cardinal Health
(614) 757-3690
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO MERGER AGREEMENT
TO EXTEND TERMINATION DATE
WOODLAND HILLS, CALIFORNIA and DUBLIN, OHIO - November 22, 2002 -
Syncor International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc.
(NYSE: CAH) today announced that they have agreed to amend their previously
announced merger agreement to extend the date after which either party may
unilaterally elect to terminate the transaction from December 31, 2002, to
January 15, 2003, subject to the terms of the merger agreement. The amendment
does not affect any terms of the merger agreement other than the termination
provisions.
On November 21, 2002, Syncor and Cardinal Health announced that
Cardinal Health had initiated discussions with Syncor regarding the possible
modification of the terms of their previously announced merger agreement under
which Cardinal Health would acquire Syncor. The purpose of the amendment to
the termination date is to provide the parties with further time to continue
these discussions. While the parties intend to continue these discussions,
there can be no assurance that such discussions will result in the parties
agreeing to any revised terms. Cardinal Health has previously stated that it
has not yet concluded whether the conditions to the transaction will be
satisfied and that "there can be no assurance that the transaction involving
the acquisition of Syncor by Cardinal Health will be completed."
Syncor also today announced that it will be mailing to its
stockholders a supplemental notice of postponement of its special meeting of
stockholders to consider approval of the merger agreement with Cardinal
Health. As previously announced, the postponed meeting will now be held on
December 6, 2002. Syncor intends to convene the postponed special meeting on
December 6 solely for the purpose of adjourning the meeting to a later time,
date and place so that additional information can be provided to stockholders.
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.
About Cardinal Health
Cardinal Health, Inc. is the leading provider of products and
services supporting the health care industry. Cardinal Health companies
develop, manufacture, package and market products for patient care; develop
drug-delivery technologies; distribute pharmaceuticals, medical-surgical
and laboratory supplies; and offer consulting and other services that
improve quality and efficiency in health care. Headquartered in Dublin,
Ohio, Cardinal Health employs more than 49,000 people on five continents
and produces annual revenues of more than $44 billion.
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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 and
Cardinal Health'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 and
Cardinal Health undertake 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 shareholders on October 17, 2002 and filed with the SEC. 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 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 at the SEC's web sit at www.sec.gov. A free copy
of the proxy statement/prospectus 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
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 carefully before making any voting or investment
decision.