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8-K

 

 

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): June 2, 2014

 

 

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)

 

2300 Warrenville Road, Downers Grove, Illinois   60515
(Address of principal executive offices)   (Zip Code)

(630) 296-3400

(Registrant’s telephone number, including area code)

2401 South Plum Grove Road, Palatine, Illinois 60067

(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 June 2, 2014, Addus HomeCare Corporation issued a press release announcing that it has acquired CURA Partners, LLC (D/B/A Aid & Assist at Home, LLC) effective June 1, 2014. A copy of the press release 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 June 2, 2014.

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: June 2, 2014     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 June 2, 2014.
EX-99.1

Exhibit 99.1

Addus HomeCare announces the acquisition of Aid & Assist at Home, LLC

DOWNERS GROVE, Ill., June 2, 2014 /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 has acquired CURA Partners, LLC (D/B/A Aid & Assist at Home, LLC) effective June 1, 2014.

This acquisition includes eight offices providing personal care services to seniors and persons with disabilities throughout the State of Tennessee and further expands the Company’s presence in that state. Tennessee is a leader among the states in the transition of its long-term care services to managed care. The acquisition represents approximately $12 to $13 million in aggregate projected annual revenues for the twelve month period ending December 31, 2014.

Mark Heaney, President and CEO of Addus HomeCare, said, “We are pleased to announce the purchase of Aid & Assist at Home as it substantially expands our footprint in Tennessee, a state which is on the forefront of transitioning its Medicaid long term care programs to managed care. We are pleased to have this well respected organization, its leadership and all the employees of Aid & Assist join 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 17, 2014 and in Addus HomeCare’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2014, 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) 630-3400

Email: DMeulemans@addus.com

SOURCE Addus HomeCare Corporation