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 6, 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.)
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6464 Canoga Avenue, Woodland Hills, California 91367
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(Address of Principal Executive Offices) (Zip Code)
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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 6, 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 6, 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/ Robert G. Funari
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Name: Robert G. Funari
Title: President and
Chief Executive Officer
Dated: December 6, 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 ADJOURNS SPECIAL MEETING
TO VOTE ON ACQUISITION BY CARDINAL HEALTH
WOODLAND HILLS, California, December 6, 2002 - Syncor International
Corporation (Nasdaq: SCOR) announced today that it has adjourned the special
meeting of stockholders held today until December 30, 2002. The meeting will
be reconvened at 2:00 p.m. PST, at the Warner Center Hilton Hotel, 6360 Canoga
Avenue, Woodland Hills, California. The purpose of the meeting is to vote on
the agreement providing for the acquisition of Syncor by Cardinal Health
(NYSE: CAH). The meeting has been adjourned in order to give Syncor
stockholders an opportunity to review the amendments to the original merger
agreement dated June 14, 2002 and other recent developments affecting Syncor.
As announced on December 4, 2002, under the terms of the amended merger
agreement, in the merger, Syncor stockholders will receive 0.47 of a Cardinal
Health common share in exchange for each outstanding share of Syncor common
stock. Supplemental proxy materials describing the amended merger agreement
and related matters will be mailed to all Syncor stockholders as of the record
date of October 9, 2002 as soon as such materials have been filed and cleared
by the Securities and Exchange Commission, although there can be no assurance
that these materials will be mailed in sufficient time to permit the amended
merger agreement to be voted upon at the reconvened meeting on December 30,
2002.
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. The acquisition remains
subject to satisfaction of various conditions, including approval of the
amended merger agreement by Syncor 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.
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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 material
dated, mailed and filed with the SEC on November 25, 2002. Additional proxy
materials will be filed with the SEC shortly. 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 material 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 material, as well as
additional proxy materials when they are filed, at the SEC's web site at
www.sec.gov. A free copy of the proxy statement/prospectus and the
supplemental proxy material, as well as any additional proxy materials once
they are filed, 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
material mailed to the stockholders of Syncor in connection with the
transaction, as well as any additional proxy materials once they are filed,
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, the supplemental proxy
materials, as well as any additional proxy materials once they are filed,
carefully before making any voting or investment decision.
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