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) October 3, 2005
PAINCARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Florida | | 1-14160 | | 06-1110906 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1030 N. Orange Avenue, Ste. 105, Orlando, Florida | |
32801 |
(Address of principal executive offices) | | (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 2.01
Completion of Acquisition or Disposition of Assets
On October 3, 2005, a wholly owned subsidiary of PainCare Holdings, Inc. (the “Company”) closed the acquisition of the non-medical assets of Floyd O. Ring, Jr., M.D., P.C., ("Ring") in Denver, Colorado. Pursuant to the terms of the AcquisitionAgreement, a copy of which is filed herewith, the total purchase price for Ring is approximately $5 million. At closing the Company paid approximately $2.5 million of the purchase price through the payment of $1.25 million in cash, and the issuance of 349,162 shares of the Company’s common stock. The remaining approximately $2.5 million of the purchase price will be paid in three annual installments pending the achievement of certain contractual financial benchmarks by Ring. The earn-out payments will be paid 50% in cash and 50% in shares of the Company’s common stock.
Concurrently with the closing of the acquisition, and in connection therewith, Ring transferred its medical assets to Rocky Mountain Pain Consultants, P.C. The Company will provide, through a wholly owned subsidiary, ongoing management and administrative services to Rocky Mountain Pain Consultants, P.C. pursuant to the terms of a Management Services Agreement entered into concurrently with the closing of the acquisition.
Neither Ring nor its shareholders have any prior relationship with the Company.
Item 7.01
Regulation FD Disclosure.
A copy of the Company’s press release regarding the foregoing is filed herewith with respect to all matters contained therein with the exception of the third sentence of the third paragraph of the press release, which is hereby furnished.
Item 9.01
Financial Statements and Exhibits.
(d) | Exhibits | |
| | 99.1 | Merger Agreement effective October 1, 2005 |
| | 99.2 | Copy of press release of the Company dated October 7, 2005 |
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.
Date: October 7, 2005
PAINCARE HOLDINGS, INC.
BY:
/s/ RANDY LUBINSKY
Chief Executive Officer and Director
