================================================================================
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): DECEMBER 6, 2004
---------------
DAVITA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-4034 NO. 51-0354549
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF INCORPORATION) IDENTIFICATION NO.)
601 HAWAII STREET
EL SEGUNDO, CALIFORNIA 90245
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(310) 536-2400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 240.13e-4(c))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2004, DaVita Inc. (the "Company") entered into a Stock
Purchase Agreement (the "Agreement") with Gambro AB, a company organized under
the laws of the Kingdom of Sweden (the "Parent"), and Gambro, Inc., a Colorado
corporation (the "Seller"), pursuant to which, subject to the terms and
conditions contained therein, the Company will purchase all of the issued and
outstanding shares of Gambro Healthcare, Inc. ("Gambro Healthcare"), a Tennessee
corporation and a direct wholly owned subsidiary of the Seller, for a total
purchase price of $3.05 billion, subject to adjustment. Gambro Healthcare is
engaged in the business of owning and operating a network of dialysis clinics
throughout the United States.
The Company's Board of Directors has unanimously approved the
Agreement.
The Agreement contains customary representations, warranties and
conditions to closing, including expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of
financing. The Company has received financing commitments necessary in order to
consummate the acquisition.
Under the terms of the Agreement, the Company and an affiliate of the
Parent will enter into a supply agreement with a 10 year term that will obligate
the Company to purchase from such affiliate a significant majority of its
hemodialysis product supply and equipment requirements.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Agreement, which is filed as an exhibit hereto and incorporated herein by
reference.
ITEM 8.01. OTHER EVENTS.
Attached hereto as Exhibit 99.1 is a press release issued on December 7,
2004, announcing the execution of the Stock Purchase Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Exhibit
----------- -------
2.1 Stock Purchase Agreement dated as of December 6, 2004,
among Gambro AB, Gambro, Inc. and DaVita Inc.
99.1 Press release of DaVita Inc., dated December 7, 2004.
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.
DAVITA INC.
Date: December 8, 2004 /S/ JOSEPH SCHOHL
-----------------------------------
JOSEPH SCHOHL
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
2.1 Stock Purchase Agreement dated as of December 6, 2004,
among Gambro AB, Gambro, Inc. and DaVita Inc.
99.1 Press release of DaVita Inc., dated December 7, 2004.