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 6, 2002
SYNCOR INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 85-0229124
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
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
The text of two press releases each dated November 6, 2002,
issued by Syncor International Corporation (the "Company"), are attached as
Exhibit 99.1 and Exhibit 99.2 hereto and are each incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by the Company, dated November 6, 2002.
99.2 Press Release issued by the Company, dated November 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: November 6, 2002
Exhibit 99.1
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[GRAPHIC OMITTED]
NASDAQ: SCOR
FOR RELEASE ON WEDNESDAY, NOVEMBER 6, 2002
7:00 AM EASTERN STANDARD TIME
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
SYNCOR ANNOUNCES INTERNAL INVESTIGATION
REGARDING PAYMENTS IN OVERSEAS OPERATIONS
WOODLAND HILLS, California, November 6, 2002 - Syncor International
Corporation (Nasdaq: SCOR) announced that a committee of outside directors,
together with special outside counsel, has been investigating the propriety of
certain payments made by overseas subsidiaries to customers in several foreign
countries, including Taiwan and China. To date, the investigation indicates
that some of the payments made to state-owned and private healthcare
facilities may have violated foreign and U.S. law, including the Foreign
Corrupt Practices Act. The investigation will cover Syncor's other overseas
operations as well.
Representatives of Syncor have met with the Securities and Exchange Commission
and the U.S. Department of Justice to discuss the matter. Syncor intends to
cooperate fully with the authorities.
The Company also said that Mr. Monty Fu, Chairman of Syncor, and his brother,
Mr. Moses Fu, Director, Asia Region - Syncor Overseas LTD., have gone on paid
leave pending completion of an investigation into their involvement in the
payments. Monty Fu has also agreed to suspend his participation as a company
director pending completion of the investigation. The Board of Directors has
elected Mr. Bernard Puckett, a current director and Chair of the special
committee investigating the payments, as lead director of the Board.
The Company said that it takes full responsibility for the questionable
payments and is determined to uncover and correct any ethical or legal
breaches that may have been committed by any of its employees. The Company
further emphasized that it does not tolerate unethical or illegal behavior of
any kind by any employee, and that any employee found to have been responsible
for any misdeeds will be held fully accountable for his or her actions.
The payments were brought to Syncor's attention by Cardinal Health, Inc.
(NYSE:CAH), which learned of them in the course of its ongoing post-signing
due diligence relating to the previously announced planned merger of the two
companies. Syncor is working closely with Cardinal Health regarding the
matter.
The Company announced that in order to provide additional time to complete the
investigation of its overseas operations and make any appropriate disclosures
to stockholders, it has postponed until Friday, December 6, 2002, its special
meeting of stockholders to vote on the pending merger with Cardinal Health.
The meeting had originally been scheduled for November 19th. The exact time
and place of the special meeting will be included in an amended notice of
meeting and supplemental proxy materials that will be mailed to stockholders
as soon as they are available.
A determination as to the final impact of these payments on the Company, as
well as what legal and disciplinary action might be appropriate, is subject to
completion of the investigation.
Mr. Puckett, Syncor's new lead director, is Chairman of the Board of Openwave
Systems Inc. He was formerly President and Chief Executive Officer of Mobile
Telecommunication Technologies Corporation. Mr. Puckett also held a variety of
positions in a 27-year career at IBM Corp., including Senior Vice President of
Corporate Strategy and Development and Vice President and General Manager,
Applications Software.
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.
--------------------------
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 in
connection with the proposed merger, and their interests in the solicitation,
is set forth in a Schedule 14A filed on June 14, 2002 with the SEC. Cardinal
Health has filed a registration statement on Form S-4 in connection with the
transaction, and Syncor is mailing a definitive proxy statement/prospectus to
its stockholders 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. A free copy of the definitive proxy statement/prospectus may
be obtained from Cardinal Health or Syncor or at the SEC's Web site at
www.sec.gov. Information regarding the interests of Syncor's officers and
directors in the transaction is included in the definitive proxy
statement/prospectus. In addition to the registration statement on Form S-4
filed by Cardinal Health in connection with the transaction, and the
definitive 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. The proxy statement/prospectus contains
important information that should be read carefully by investors before making
any voting or investment decision.
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Exhibit 99.2
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SYNCOR
The word for trust.
Worldwide.
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
SYNCOR RESPONDS TO INQUIRIES RELATING
TO PREVIOUSLY ANNOUNCED INVESTIGATION
WOODLAND HILLS, California, November 6, 2002 - In response to inquiries,
Syncor International Corporation (Nasdaq: SCOR) today announced that based
on the results to date of the previously-announced investigation by a
committee of outside directors, together with outside counsel, into the
propriety of certain payments made by overseas subsidiaries, Syncor does not
currently believe that the amounts of such payments are material to the
financial results of the Company. The Company said it must await completion
of the investigation to be able to determine the full impact on its
financial results.
For Syncor's most recent fiscal year ended December 31, 2001, continuing
international operations in total generated approximately 6% of its overall
revenues and 7% of its gross profits, respectively. For the nine months
ended September 30, 2002, continuing international operations in total also
generated approximately 6% of its overall revenues and 7% of its gross
profits, respectively.
The Company also said, in response to the announcement earlier today of
Cardinal Health, Inc. (NYSE: CAH) as well as inquiries it has received, that
based on the investigation to date, Syncor does not currently believe that
the information it has learned would result in its failure to satisfy the
conditions to the previously announced proposed merger with Cardinal Health.
Syncor noted, however, that Cardinal Health said it was reviewing the matter
and that it had not yet concluded whether the conditions to the merger
agreement will be satisfied.
Based on the findings of the investigation to date, Syncor currently
believes it should be able to report its quarterly results for the period
ended September 30, 2002, in a timely manner. The Company is currently
reviewing the matter with its auditors.
Syncor said that no definitive determination as to the impact of the results
of its investigation on the Company or the proposed merger could be made
until the investigation is completed.
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.
--------------------------
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
in connection with the proposed merger, and their interests in the
solicitation, is set forth in a Schedule 14A filed on June 14, 2002 with the
SEC. Cardinal Health has filed a registration statement on Form S-4 in
connection with the transaction, and Syncor is mailing a definitive proxy
statement/prospectus to its stockholders 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. A free copy of the definitive
proxy statement/prospectus may be obtained from Cardinal Health or Syncor or
at the SEC's Web site at www.sec.gov. Information regarding the interests of
Syncor's officers and directors in the transaction is included in the
definitive proxy statement/prospectus. In addition to the registration
statement on Form S-4 filed by Cardinal Health in connection with the
transaction, and the definitive 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. The proxy
statement/prospectus contains important information that should be read
carefully by investors before making any voting or investment decision.
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