SELWAY CAPITAL ACQUISITION CORP. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

Selway previously disclosed that it had entered into an Agreement and Plan of Merger (the "Agreement") by and among Selway, Selway Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of Selway ("Merger Sub"), HCCA, Prescription Corporation of America, a New Jersey corporation and wholly owned subsidiary of HCCA ("PCA"), Gary Sekulski, as the representative of the stockholders of HCCA, and Edmundo Gonzalez, as Selway's representative. The following is a summary of HCCA and its business.

                                       OVERVIEW   

Healthcare Corporation of America is a rapidly growing Pharmacy Benefit Manager, or PBM. HCCA's mission is to reduce prescription drug costs for clients while improving the quality of care. HCCA administers prescription drug benefit programs for employers who contract with HCCA directly in order to provide this component of healthcare benefits to their employees. HCCA also is the PBM for health benefit companies who partner with HCCA in order to provide prescription drug benefits along with their core offering, other health benefits like medical insurance, to their clients. HCCA's growing customer base includes commercial clients of various sizes and industries, business associations and trade groups, and local government entities, labor unions and charitable and non-profit organizations. HCCA's business model is firmly based on price transparency and proactive benefit cost management. HCCA's brand in the marketplace is Prescription Corporation of America, or PCA.

HCCA is a New Jersey corporation incorpoated on February 26, 2008, and its principal executive offices are located at 66 Ford Road, Suite 230, Denville, NY 07834, and the telephone number at its principal executive office is 973-983-6300. HCCA maintains a website at www.hca-pca.com. The information contained in, or that can be accessed through, HCCA's website is not part of, and is not incorporated into, this current report on Form 8-K or other filings we make with the SEC. Following the consummation of the transactions contemplated in the Agreement, HCCA will make available free of charge on its website future annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC.

   Products and Services   

HCCA's primary products and services consist of a variety of Pharmacy Benefit Management (PBM) products, in addition to mail order pharmacy services. HCCA's suite of PBM products provides flexible and cost-effective alternatives to traditional PBM offerings typically used by health plans, government agencies and employers. HCCA provides a broad range of pharmacy benefit management solutions to managed care organizations, self-insured employer groups, unions, third party healthcare plan administrators, and local government entities. HCCA's PBM products include solutions for self-insured entities such as employers, townships, counties and unions, as well as smaller fully-funded entities that typically require a fixed cost structure. The majority of HCCA's client base is currently in New Jersey, and HCCA plans to expand its services out of New Jersey.

HCCA started its business by focusing on the needs of the local government market in New Jersey. HCCA believes that our growth to date has been the result of clients (we refer to employers contracting with HCCA as "clients" while the employees to whom HCCA provides services to are referred to as "members" throughout this document) finding HCCA's transparent pricing model, and its resulting savings, more attractive than other options. A transparent PBM gives clients visibility into actual drug costs. This differs from the traditional PBM model, where actual drug spend may be kept deliberately vague, due to practices where a client is billed a price for a drug, while the PBM pays a lower effective price due to rebates or other spread pricing techniques. Conversely, HCCA's model aligns HCCA with its clients' interests.

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HCCA has started to expand its business geographically, and also added products to address attractive market segments. HCCA's PBM products include:

     · Fully-funded Programs: A fully-funded prescription benefit plan takes the risk     of overpayment from the client and passes it to the PBM in exchange for a     higher fixed monthly cost. In HCCA's case, the risk passed on to the PBM is in     turn passed to HCCA's reinsurance partners, removing the risk of loss from any     one client account. HCCA is able to arrive at a total fixed cost for the plan     that incorporates all of the client's requirements, delivers substantial cost     savings, guarantees a certain monthly rate per member for the client, and     provides HCCAHCCA's client with     a known fixed cost per member.    · Self-Insured Programs: Larger organizations can take the risk of total drug     spending varying, and traditionally provide the drug benefit to their     employees on a self-insured basis. Under self-insurance, HCCA simply passes on     the actual cost of drugs, and it generates revenue via administrative fees and     rebates.    · Rx Savings Solutions: These affordable plans marketed under the "Savings     Solutions" brand feature generic only or generic and preferred brand drug     formularies, allowing HCCA to provide lower cost alternatives. At this point,     this program is most often employed by smaller businesses that want to provide     prescription drug benefits to their employees but cannot afford a traditional     fully-funded or self-funded plan.    · Mail-Order Pharmacy: HCCA offers mail order pharmacy services to its PBM     members. HCCA's mail order pharmacy service gives members flexibility,     privacy, and easy access to their maintenance medications while offering     significant plan savings to the client because we are able to take advantage     of lower purchase prices, allowing HCCA to pass along extra savings to its     customers. Unlike other PBM providers who outsource their mail order pharmacy     services, HCCA's in-house pharmacy team operates its own mail order pharmacy     directly from HCCA's headquarters in Denville, New Jersey. HCCA believes this     allows it to provide a higher standard of service and to assert greater     control over fulfilling claims for members, as well as lowering costs.     The Industry    

According to IMS Health, or IMS, approximately 4.4 billion pharmacy prescriptions were written and filled in the United States during 2011 - representing a retail value in excess of $417 billion. Based on the factors described below, HCCA expects drug utilization rates to continue to rise in the future. HCCA estimates that the current market opportunity for HCCA's services in its industry is significant and growing due to the following factors:

· Aging population. According to the U.S. Census Bureau, the U.S. population is

expected to age rapidly through 2030, when 19.5% of the population will be over

the age of 65, compared to 12.0% in 2000. Older Americans require more

medications than their younger counterparts - often 20 to 40 prescriptions

annually, according to the Centers for Medicare and Medicaid Services, or CMS.

According to the Kaiser Family Foundation, or Kaiser, the number of

prescriptions purchased in the U.S. increased 39% from 1999 to 2009, while the

population only grew 9%. The increase in prescriptions due to an aging

population is expected to drive demand for senior-focused clinical programs and

benefit plans which will address the prescription drug needs of an aging

   population.     5       

· Rising drug prices. According to IMS, the U.S. pharmaceutical market is

    expected to grow at a 3% to 6% annual compound rate. Retail prescription     prices have increased on average 3.6% annually between 2000 and 2009,     according to Kaiser, a rate which is higher than the average inflation rate     during that same period of 2.5%. 

· Health care reform. The health care reform law enacted in 2010 is estimated to

    provide drug coverage for an estimated 30-35 million people in the form of     expanded Medicaid coverage, and this increases the PBM market by an estimated     20%, or $87.5 billion. In addition, the law may push more employers towards     lower-cost prescription drug providers, which HCCA believes may create demand     for transparent PBM products. 

· Generic Pipeline. According to IMS, the generic share of the overall

    prescription drug market has increased from 67% in 2007 to 80% in 2011. Also     according to IMS, over the next five years, $64 billion in branded drugs will     come off patent in the U.S., fueling growth in the availability of generic     equivalents. HCCA believes that this presents an opportunity for client cost     savings and margin expansion for us. Generic drugs provide both immediate cost     savings to the client and higher percent margins for HCCA's business, despite     the lower revenue.     Competition    

HCCA competes with numerous companies that provide the same or similar services. HCCA's competitors range from large publicly traded companies to several small and privately-owned companies, which compete for a significant part of the market. The principal competitive factors are quality of service, scope of available services, and price. The ability to be competitive is influenced by HCCA's ability to negotiate prices with pharmacies, drug manufacturers, and third party rebate administrators. Market share for PBM services in the United States is highly concentrated, with a few national firms, such as recently merged leaders SXC Health Solutions, Inc./Catalyst and Medco Health Solutions, Inc./Express Scripts, Inc., along with CVS Caremark Corporation, controlling a significant share of prescription volume. Much of the rest, however, is divided among a combination of small regional PBM's and so-called "captive" PBM's, or subsidiaries of larger healthcare or hospital organizations. All told, HCCA believes there are an estimated 40-50 PBM's operating in the United States, from the large players down to the small regional ones.

In addition, the recent merger activity between Express Scripts, Inc. and Medco Health Solutions, Inc., and between SXC Health Solutions, Inc. and Catalyst Health Solutions, Inc. signals that there may be further consolidation of these larger firms. Most of HCCA's competitors have been in existence for longer periods of time and are better established, and some of them also have broader public recognition and substantially greater financial and marketing resources. However, the constant move towards consolidation may have the likely effect of encouraging clients to seek an alternative to their incumbent plan, opening an opportunity for a flexible, transparent, and client-focused alternative.

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HCCA's ability to attract and retain customers is substantially dependent on HCCA's capability to provide competitive pricing, efficient and accurate claims management, client and member services and related reporting, clinical management services, and consulting services.

   Competitive Strengths   

HCCA believes that the following competitive strengths are the keys to its success:

· Benefit Management, Plan Design and Cost Control: HCCA first determines the

   base cost of services rendered by the incumbent PBM. From that point, HCCA    overlays its known costs with the data from the client in order to model    program cost, always in consideration of restrictions or guidelines the    potential client may have built into their Request for Proposal (RFP) for the    contract, such as use of certain pharmacies, name-brand/generic mix, etc.    Finally, based on the final calculus of these costs and savings, HCCA passes on    a sizeable portion of the reduced cost to the customer, while retaining the    remainder as profit. By eliminating spread pricing practices used by other    market participants, HCCA is able to outbid the competition while at the same    time delivering its clients confidence in the fairness of its pricing.

· Reinsurance: HCCA's alliance with its reinsurance partners allows HCCA to

   guarantee savings and administer effective fixed cost plans. The reinsurance    removes the risk of loss associated with HCCA's guaranteed cost and    fully-funded plans by stopping loss if drug spend is higher than HCCA    projected. HCCA gives up some margin for this service, but eliminates the risk    of loss.

· Pharmacy Network: Through HCCA's partner Argus, HCCA's network features over

   63,000 pharmacies nationwide, over 95% of pharmacies in the country. Argus    processes claims on the level of the largest PBMs. Argus' buying power allows    HCCA to compete with much bigger PBMs, as it eliminates some of their price    advantage when compared to HCCA. Due to these advantages, HCCA's new clients    experience a seamless transition to the plan, as it is accepted at nearly all    pharmacies nationwide. When added to HCCA's retail mail-order pharmacy, which    provides steep discounts for customers while keeping all revenue in-house,    HCCA's network stands at a fairly equal footing with the largest PBM's in the    market. By exploiting this relationship, HCCA is able to deliver a higher    degree of savings to its customers, and gain greater appeal in the contracting    process due to the availability of the large network.

· Price: HCCA's partnership with Argus provides state-of-the-art electronic

   claims adjudication capabilities. Argus currently processes an aggregate of    over 500 million pharmacy claims a year for a number of PBM providers. Due to    this substantial market presence, it is generally able to negotiate drug prices    far below that which PBM's of comparable size to HCCA's would otherwise be able    to. Further, there are no fixed costs associated with this network, as all    payments are set up on a per-prescription processed basis.

· Unique and Innovative Programs:

o Patient Empowerment Program (PEP): This voluntary clinical management program

provides members with a cash incentive to try brand-to-generic substitutions

and therapeutic brand alternatives. PEP provides a small but worthwhile cash

payment for each switch from brand to generic.

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Item 9.01 Financial Statements and Exhibits

   Exhibit No.                                  Description 2.1            Agreement and Plan of Merger, dated January 25, 2013, by and among                Selway Capital Acquisition Corporation, Selway Merger Sub, Inc.,                Healthcare Corporation of America, Prescription Corporation of America,                Gary Sekulski, and Edmundo Gonzalez (incorporated by reference to                Selway's Current Report on Form 8-K dated January 25, 2013) 99.1           Audited financial statements of HCCA for the years ended December 31,                2011 and 2012 99.2           Pro-forma financial statements 99.3           Presentation dated March 2013     53