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 13, 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 (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
The text of a press release dated November 13, 2002, issued by Syncor
International Corporation (the "Company"), 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 the Company, dated November 13, 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 13, 2002
Exhibit 99.1
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[GRAPHIC OMITTED]
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
SYNCOR EXPECTS TO FILE NOTIFICATION
OF DELAY IN FORM 10-Q FILING
WOODLAND HILLS, California, November 13, 2002 - Syncor International
Corporation (Nasdaq: SCOR) today announced that it expects to file a
Notification of Late Filing on Form 12b-25 in order to obtain an automatic
five day extension to file its Form 10-Q for the quarter ended September 30,
2002. The delay is due to the fact that the Company and its auditors require
additional time in order to confirm that the results of a previously announced
investigation do not impact the Company's financial statements. As publicly
announced by Syncor on November 6, 2002, a committee of outside directors,
together with outside counsel, has been investigating the propriety of certain
payments made by international subsidiaries of Syncor to customers in several
foreign countries.
Syncor said that, although the Company and its independent accountants are
working diligently to complete the Form 10-Q filing, until further work in the
investigation is completed, there can be no assurance that Syncor will be able
to file a third quarter 10-Q that complies with all applicable rules within
the five day extension period.
Based on the results of the investigation to date, Syncor does not believe
that the amount of the questionable payments are material to the financial
results of the Company or will result in a material adjustment or restatement
of the Company's historical financial statements. The Company said it must
await the completion of further work in the investigation to be able to
determine the full impact on its financials.
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 by Syncor 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 or Syncor.
Cardinal 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 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 or Syncor. Investors should read the proxy statement/prospectus
carefully before making any voting or investment decision.
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