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): August 23, 2010
ADDUS HOMECARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34504 | 20-5340172 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 2401 South Plum Grove Road, Palatine, Illinois | 60067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(847) 303-5300
(Registrant’s telephone number, including area code)
N/A
(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 5.02(b). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 23, 2010, Mr. Francis J. Leonard indicated his intention to resign as Chief Financial Officer of Addus HomeCare Corporation and its subsidiaries (collectively, the “Company”) to pursue other interests. Mr. Leonard has agreed to assist the Company in the transition to a successor until November 30, 2010. Mr. Leonard and the Company are still negotiating the terms of the transition agreement that will provide for, among other things, Mr. Leonard’s rights and obligations during this transition period and following his separation.
| Item 7.01. | Regulation FD Disclosure. |
On August 26, 2010, the Company issued a press release announcing Mr. Leonard’s resignation, a copy of which is attached hereto as Exhibit 99.1. In addition to the announcement of Mr. Leonard’s resignation, the press release announces the Company’s creation of a new Chief Operating Officer position and its initiation of a search to fill that position. The information in the attached press release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibit: |
| Exhibit |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated August 26, 2010 | |
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.
| ADDUS HOMECARE CORPORATION | ||||||
| Dated: August 26, 2010 | By: | /S/ MARK S. HEANEY | ||||
| Name: | Mark S. Heaney | |||||
| Title: | Chief Executive Officer | |||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated August 26, 2010 | |
Exhibit 99.1
Addus HomeCare Announces Strategic Management Changes
Chief Financial Officer Resigns to Pursue Other Opportunities; To Remain Through Transition Period
Company Initiates Executive Search for Newly Created Chief Operating Officer Position
Palatine, IL, August 26, 2010 - Addus HomeCare Corporation (Nasdaq: ADUS), a comprehensive provider of home-based social and medical services, announced today the resignation of Francis J. Leonard, Chief Financial Officer. The Company is currently engaged in a search for a new Chief Financial Officer to replace Mr. Leonard, who has agreed to remain with the Company until November 30, 2010 to assist in the transition. Mr. Leonard intends to pursue other professional opportunities.
Separately, Addus has initiated a search for the newly created executive position of Chief Operating Officer. The new COO will report directly to Mark Heaney, President and Chief Executive Officer, and will be responsible for developing and executing revenue growth strategies; integrating business development, clinical and operational objectives and initiatives; and driving the achievement of EBITDA targets, and other key operational and financial metrics.
Mr. Heaney, stated, “We appreciate Frank’s contributions to Addus, especially during our initial public offering and transition to public ownership. Frank’s leadership has been invaluable in positioning Addus for future growth and success, and we appreciate his commitment to work with the Company through the transition to a successor. We wish Frank the best in his future endeavors.”
Heaney continued, “As Addus continues to enhance its operations and expand its footprint, we see significant strategic advantages in adding the position of Chief Operating Officer to our executive team. This key senior leader will help Addus leverage our resources across the 19 states in which we operate, including the continued integration of our home & community and home health businesses. The business of home health and home & community services is dynamic, and the ability to continually extract efficiencies in operations and reporting is key to our ongoing success. I am very excited about the addition of this position and what it will bring to Addus.”
About Addus
Addus is a comprehensive provider of a broad range of social and medical services in the home. Addus’ services include personal care and assistance with activities of daily living, skilled nursing and rehabilitative therapies, and adult day care. Addus’ consumers are individuals with special needs who are at risk of hospitalization or institutionalization, such as the elderly, chronically ill and disabled. Addus’ payor clients include federal, state and local governmental agencies, the Veterans
Addus HomeCare Announces Strategic Management Changes
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Health Administration, commercial insurers and private individuals. Addus has over 13,000 employees that provide services through more than 130 locations across 19 states to over 24,000 consumers. For more information, please visit www.addus.com.
Forward-Looking Statements
Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by words such as “continue,” “expect,” and similar expressions. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the expected benefits and costs of acquisitions, management plans related to acquisitions, the possibility that expected benefits may not materialize as expected, the failure of a target company’s business to perform as expected, Addus HomeCare’s inability to successfully implement integration strategies, Addus HomeCare’s ability to add new consumers, changes in reimbursement, changes in government regulations, changes in Addus HomeCare’s relationships with referral sources, increased competition for Addus HomeCare’s services, increased competition for joint venture and acquisition candidates, changes in the interpretation of government regulations, and other risks set forth in the Risk Factors section in Addus HomeCare’s Prospectus, filed with the Securities and Exchange Commission on October 29, 2009, in Addus HomeCare’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2010 and in Addus HomeCare’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2010, each of which is available at http://www.sec.gov. Addus HomeCare undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contacts:
Amy Glynn / Nick Laudico
The Ruth Group
Phone: (646) 536-7023 /7030
Email: aglynn@theruthgroup.com
Email: nlaudico@theruthgroup.com
Media Contact:
Jason Rando
The Ruth Group
Phone: (646) 536-7025
Email: jrando@theruthgroup.com
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