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): February 19, 2013
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 7.01. | Regulation FD Disclosure |
On February 19, 2013, Addus HomeCare Corporation (the “Corporation”) received notice that Advantage Health Systems, Inc. has filed an action in the Court of Chancery of the State of Delaware seeking, among other things, a temporary restraining order and a preliminary injunction to prevent certain subsidiaries of the Corporation from closing upon, or otherwise carrying out an agreement to sell, the Corporation’s home health division to LHG Group, Inc. pursuant to the terms of the Asset Purchase Agreement, dated as of February 7, 2013, among subsidiaries of the Corporation and LHC Group, Inc. and certain of LHC Group, Inc.’s subsidiaries.
The Corporation issued a press release disclosing this event, a copy of which is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “filed” for 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) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated February 20, 2013. | |
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: February 20, 2013 |
By: | /s/ Dennis Meulemans | ||||
| Name: | Dennis Meulemans | |||||
| Title: | Chief Financial Officer | |||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated February 20, 2013. | |
Exhibit 99.1
Investor Contact:
Dennis Meulemans
Chief Financial Officer
Phone: (847) 303-5300
Email: DMeulemans@addus.com
Addus HomeCare Announces Filing of Complaint Seeking Temporary Restraining Order
Palatine, IL, February 20, 2013—Addus HomeCare Corporation (Nasdaq: ADUS), a provider of home-based social and medical services focused on the elderly dual eligible population, announced today that on February 19, 2013, it received notice that Advantage Health Systems, Inc. has filed an action in the Court of Chancery of the State of Delaware seeking, among other things, a temporary restraining order and a preliminary injunction to prevent the Company from closing upon, or otherwise carrying out the Company’s agreement to sell, its home health division to LHG Group, Inc. pursuant to the terms of the Asset Purchase Agreement, dated as of February 7, 2013, among subsidiaries of the Company and LHC Group, Inc. and certain of LHC Group, Inc.’s subsidiaries. Advantage’s claims are predicated upon, among other things, its assertion that the sale contemplated by the Asset Purchase Agreement constitutes a breach of certain provisions of an agreement relating to an up to $1 million earn-out entered into between the Company and Advantage in connection with the Company’s acquisition of CarePro in 2010.
The Company believes Advantage’s actions are without merit and will take appropriate legal action as necessary to preserve the Company’s rights. The Company is fully committed to consummation of the transactions contemplated by the Asset Purchase Agreement as planned on or about February 28, 2013, although the actions taken by Advantage may or may not result in a delay.
About Addus
Addus is a 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 focuses on serving the needs of the elderly dual eligible population. 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, commercial insurers and private individuals. 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 our expectations regarding the consummation of the transactions contemplated by the Asset Purchase Agreement with LHC Group, Inc. There can be no assurance that such closing will proceed as planned due to the inherent uncertainties of litigation. There can be no assurance as to the outcome of the action filed by Advantage or its impact on the transactions contemplated by the Asset Purchase Agreement with LHC Group, Inc. Addus HomeCare undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.