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): July 16, 2007
PAINCARE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| FLORIDA | | 1-14160 | | 06-1110906) |
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | | (COMMISSION FILE NUMBER) | | (IRS EMPLOYER IDENTIFICATION NUMBER) |
1030 NORTH ORANGE AVENUE, SUITE 105
ORLANDO, FLORIDA 32801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
Registrant’s telephone number, including area code: (407) 367-0944
Registrant’s facsimile number, including area code: (407) 367-0950
Registrant’s Website address:www.paincareholdings.com
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 July 13, 2007, Surgery Partners Holdings, LLC, a Florida limited liability company (“Surgery Partners”), Surgery Partners of Lake Worth, LLC, a Florida limited liability company (“SPLW,” and together with Surgery Partners, the “Purchaser”), and PainCare Surgery Centers I, Inc. (the “Seller”), a Florida corporation and subsidiary of PainCare Holdings, Inc. (the “Company”), entered into a Partnership Interest Purchase Agreement (the “Purchase Agreement”) and several ancillary documents pursuant to which Seller sold to Purchaser its 58.5% of the partnership interests (the “Partnership Interests”) of PSHS Alpha Partners, Ltd., d/b/a the Lake Worth Surgery Center (the “Lake Worth ASC”), which operates a free standing, multi-specialty, Florida licensed and Medicare certified ambulatory surgery center located in Lake Worth, Florida. The purchase price consists of $10 million cash at closing with potential additional earn-out payments of up to a total of $2.3 million cash over 5 years based upon the amount of certain cash collections by the Lake Worth ASC over the same 5 year period. The closing of the transactions set forth in the Purchase Agreement are subject to customary conditions, including, but not limited to, receipt by Purchaser of a license from the Florida Agency for Health Care Administration to operate the Lake Worth ASC. Upon the closing of the transactions set forth in the Purchase Agreement, the effective date of the sale shall be the date the Purchase Agreement was executed. During the period of time between the execution of the Purchase Agreement and the closing, all financial and economic benefits of the Partnership Interests shall accrue to Purchaser, including, but not limited, to, the recognition of profits and losses attributed to the Partnership Interests and the right to receive the revenues and cash flows associated therewith. The Purchase Agreement may be terminated by either party if the transactions set forth therein are not closed on or before July 31, 2007.
The description of the Purchase Agreement and the ancillary documents set forth herein is qualified in its entirety by the specific terms of the Purchase Agreement, a copy of which is attached hereto as an Exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
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| 99.1 | | Purchase Agreement dated July 13, 2007. |
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| 99.2 | | Press Release dated July 16, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated July 17, 2007 | | PAINCARE HOLDINGS, INC. |
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| | By: | | Randy Lubinsky |
| | | | Randy Lubinsky |
| | | | Chief Executive Officer and Director |
