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): October 20, 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 1.01. | Entry into a Material Definitive Agreement |
On October 20, 2010, Addus HomeCare Corporation (the “Company”) entered into an Indemnification Agreement (the “Indemnification Agreement”) with Dirk Allison, a newly-appointed member of the Company’s Board of Directors (the “Board”). See Item 5.02 below.
Pursuant to the Indemnification Agreement, the Company has agreed to hold Mr. Allison harmless and indemnify him to the fullest extent permitted by law against all expenses, judgments, penalties, fines and amounts paid in settlement including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Mr. Allison. The Company is not obligated to make any payment to Mr. Allison that is finally determined to be unlawful. In respect of any threatened, pending or completed proceeding in which the Company is jointly liable with Mr. Allison, the Company will pay the entire amount of any judgment or settlement without requiring Mr. Allison to contribute. The Company will advance, to the extent permitted by law, all expenses incurred by or on behalf of Mr. Allison in connection with a proceeding. No amendment, alteration or repeal of the Company’s certificate of incorporation, bylaws or the Indemnification Agreement will limit any right of Mr. Allison in respect of any action taken or omitted by Mr. Allison prior to such amendment.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 20, 2010, Dirk Allison was appointed to the Company’s Board to serve a term expiring at the 2012 annual meeting of the Company’s stockholders.
Mr. Allison will serve as a member of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Nominating and Corporate Governance Committee of the Board. The Board has determined that Mr. Allison is an “independent director” as defined by the Marketplace Rules of The NASDAQ Stock Market LLC. In connection with Mr. Allison’s appointment to the Audit Committee, Simon Bachleda resigned from the Audit Committee effective as of October 20, 2010, but remains a member of the Board. Steven I. Geringer and Wayne B. Lowell will remain on the Audit Committee with Mr. Allison. Mr. Allison’s appointment fills a vacancy on the Board created as a result of an increase in the number of directors in August 2009. The appointment of Mr. Allison was effective as of October 20, 2010.
In connection with his service as an independent director, Mr. Allison will be entitled to receive the Company’s standard independent director cash and equity compensation. Mr. Allison will receive an annual retainer of $22,500 for service on the Board. He will also receive $1,500 per in-person scheduled Board meeting, whether attended in person or telephonically (provided, that for Board meetings that are conducted only telephonically, each independent director will receive $750 for such participation). As an independent director who serves on certain committees, he will receive $1,000 per committee meeting attended. In addition, upon his appointment as an independent director, Mr. Allison received 2,762 restricted shares of the Company’s common stock having an aggregate value of $10,000 based on the closing price of the Company’s common stock on The Nasdaq Global Market on the date of the grant (the “Restricted Stock”). The Restricted Stock will vest equally over a three-year period subject to the terms and conditions provided in the Company’s 2009 Stock Incentive Plan.
| Item 7.01. | Regulation FD Disclosure |
On October 21, 2010, the Company issued a press release announcing the appointment of Dirk Allison to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report, including the attached Exhibits, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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) Exhibits:
| Exhibit No. |
Description | |
| 10.1 | Form of Indemnification Agreement (filed on July 17, 2009 as Exhibit 10.16 to Addus HomeCare Corporation’s Registration Statement on Form S-1 and incorporated herein by reference) | |
| 99.1 | Press release of Addus HomeCare Corporation dated October 21, 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: October 21, 2010 | By: | /s/ Francis J. Leonard | ||||
| Name: | Francis J. Leonard | |||||
| Title: | Chief Financial Officer | |||||
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | Form of Indemnification Agreement (filed on July 17, 2009 as Exhibit 10.16 to Addus HomeCare Corporation’s Registration Statement on Form S-1 and incorporated herein by reference) | |
| 99.1 | Press release of Addus HomeCare Corporation dated October 21, 2010 | |
Exhibit 99.1
Addus HomeCare Appoints R. Dirk Allison to Board of Directors
Veteran in Healthcare Services Industry
Palatine, IL, October 21, 2010 - Addus HomeCare Corporation (Nasdaq: ADUS), a comprehensive provider of home-based social and medical services, today announced that R. Dirk Allison has been appointed to its Board of Directors, expanding the Company’s Board to seven directors. Mr. Allison will serve on the Audit Committee and the Nominating and Corporate Governance Committee.
Mark Heaney, President and Chief Executive Officer of Addus HomeCare, stated, “With more than 20 years of experience in leadership roles in the healthcare industry, Dirk is a veteran in the healthcare services industry and we think he will make a valuable contribution to our Board of Directors. Drawing on Dirk’s wealth of knowledge across the healthcare continuum, we will continue to work towards improving the health and well being of our 24,000 consumers through the provision of quality, cost-effective health care services.”
Until recently, Mr. Allison served as Senior Vice President, Chief Financial Officer and Treasurer of Odyssey Healthcare, Inc., an approximately $700 million provider of hospice in the United States. Odyssey was a publicly traded NASDAQ company prior to its August 2010 acquisition by Gentiva Health Services, Inc. Prior to joining Odyssey in 2006, Mr. Allison was Executive Vice President and Chief Financial Officer of Omniflight, Inc., a privately held operator of aviation support services to the healthcare industry. Prior to Omniflight, Mr. Allison served for approximately 3 1/2 years as Executive Vice President and Chief Financial Officer of Ardent Health Services LLC, a privately held operator of acute care and behavioral care hospitals with approximately $2 billion in revenues, and for approximately 4 years as Executive Vice President, Chief Financial Officer and Treasurer of Renal Care Group, Inc., which was a publicly traded operator of dialysis centers with approximately $1 billion in revenues.
Between 1987 and 1999, Mr. Allison served as President and Chief Executive Officer of several publicly and privately held healthcare companies, including a physician practice management company and several institutional pharmacy providers. Mr. Allison earned his MBA at the University of Dallas and his BBA at the University of Louisiana at Monroe (formerly Northeast Louisiana University) and is a Certified Public Accountant (CPA).
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 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.
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 Contact:
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