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): December 6, 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 December 6, 2013, the Corporation announced that Addus HealthCare closed on its acquisition of the previously announced purchase of substantially all of the assets of Coordinated Home Health Care, LLC and certain of its subsidiaries. A copy of the related press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated here by reference.
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 |
Description | |
| 99.1 | Press Release, dated December 6, 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: December 6, 2013 | By: | /s/ Dennis B. Meulemans | ||||
| Name: | Dennis B. Meulemans | |||||
| Title: | Chief Financial Officer | |||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release, dated December 6, 2013 | |
Exhibit 99.1
Addus HomeCare Announces the closing of its previously announced purchase of fifteen offices in New Mexico
PALATINE, Ill., December 6, 2013 /PRNewswire/ — Addus HomeCare Corporation (NASDAQ: ADUS), a provider of home-based social and medical services focused on the elderly dual eligible population, announced today that the Company closed on its acquisition of the previously announced purchase of substantially all of the assets of Coordinated Home Health Care, LLC and certain of its subsidiaries effective as of December 1, 2013. Coordinated Home Health Care was owned by Transition Capital Partners of Dallas, TX.
This acquisition includes fifteen offices located in southern New Mexico and further expands the Company’s presence in that state. New Mexico is a leader among the states in the transition of its long-term care services to managed care.
Mark Heaney, President and CEO of Addus HomeCare, said, “We are pleased to complete the purchase of Coordinated Home Health as it substantially expands or footprint in New Mexico, a state which is on the forefront of transitioning its Medicaid long term care programs to managed care. We are pleased to have the leadership team of Coordinated Home Health Care join us in New Mexico and welcome all the employees of Coordinated Home Health to the Addus team.”
Legal and Financial Advisors
Winston & Strawn LLP served as legal advisor to the Company and Provident Healthcare Partners, LLC, acted as financial advisor to the Company.
About Addus
Addus is a provider of a broad range of home and community based services, primarily social in nature and provided in the home, and focused on the dual eligible population. Addus’ services include personal care and assistance with activities of daily living, and adult day care. Addus’ consumers are individuals 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 the expected benefits and costs of acquisitions, the anticipated financial impact of possible transactions, management plans related to dispositions, the possibility that expected benefits may not materialize as expected, the failure of the business to perform as expected, changes in reimbursement, changes in government regulations, changes in Addus HomeCare’s relationships with referral sources, increased competition for Addus HomeCare’s services, changes in the interpretation of government regulations, the uncertainty regarding the outcome of discussions with managed care organizations, changes in tax rates and other risks set forth in the Risk Factors section in Addus HomeCare’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2013 and in Addus HomeCare’s Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission on May 2, 2013, August 1, 2013 and November 8, 2013, 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:
Dennis Meulemans
Chief Financial Officer
Phone: (847) 303-5300
Email: DMeulemans@addus.com
SOURCE Addus HomeCare Corporation