SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2018 (May 1, 2018)
ADDUS HOMECARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
(State or other Jurisdiction
6801 Gaylord Parkway, Suite 110,
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 2.01||Completion of Acquisition or Disposition of Assets.|
On May 1, 2018, Addus HomeCare Corporation (the Company) issued a press release (the Press Release) announcing the completion of the previously announced acquisition of all issued and outstanding shares of capital stock of Ambercare Corporation, a New Mexico corporation (Ambercare), by Addus HealthCare, Inc. (Addus HealthCare), a wholly-owned subsidiary of the Company, for a purchase price of $40.0 million (net of excess cash) (the Transaction).
Based on financial information available to and calculations performed by the Company, the Company has determined that the Transaction does not meet the requirements of an acquisition of a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X) for purposes of Rule 3-05(b) and Rule 11-01(b) of Regulation S-X, that would require the filing of certain financial statements and pro forma financial information with respect to Ambercare.
|Item 7.01.||Regulation FD Disclosure.|
On May 1, the Company issued the Press Release announcing the completion of the purchase of Ambercare by Addus Healthcare, the text of which is set forth as Exhibit 99.1.
|Item 9.01.||Financial Statements and Exhibits.|
Press release of Addus HomeCare Corporation, dated May 1, 2018.
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: May 4, 2018||By:|| |
/s/ Brian Poff
|Title:||Chief Financial Officer|