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) January 6, 2006
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) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | 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 January 6, 2006, a wholly owned subsidiary of PainCare Holdings, Inc. (the “Company”) closed the acquisition of the non-medical assets of R E C, Inc., and CareFirst Medical Associates, P.A. (collectively the “Practices”), with offices in Whitehouse, Texas. Pursuant to the terms of the AcquisitionAgreement, a copy of which is filed herewith, the total purchase price for the Practices is approximately $2.5 million. At closing the Company paid the Practices approximately $1.25 million of the purchase price through the payment of $625,000 in cash, and the issuance to the Practices of 191,131 shares of the Company’s common stock. The remaining approximately $1.25 million of the purchase price will be paid in three annual installments pending the achievement of certain contractual financial benchmarks by the Practices. The earn-out payments will be made 50% in cash and 50% in shares of the Company’s common stock.
Concurrently with the closing of the acquisition, and in connection therewith, the Practices transferred their medical assets to a newly formed entity CareFirst Medical Associates & Pain Rehabilitation, P.A. The Company will provide, through a wholly owned subsidiary, ongoing management and administrative services to CareFirst Medical Associates & Pain Rehabilitation, P.A. pursuant to the terms of a Management Services Agreement entered into concurrently with the closing of the acquisition.
Neither the Practice nor their 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 first sentence of the third paragraph of the press release, which is hereby furnished.
Item 9.01
Financial Statements and Exhibits.
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(d) | Exhibits | |
| | 99.1 | Merger Agreement by and among PainCare Holdings, Inc., PainCare Acquisition Company XXII, Inc. and R E C, Inc. and Robert Carpenter, D.C., dated January 6, 2006. |
| | 99.2 | Merger Agreement by and among PainCare Holdings, Inc., PainCare Acquisition Company XXII, Inc. and CareFirst Medical Associates, P.A. and Randall W. Rodgers, D.O., dated January 6, 2006. |
| | 99.3 | Copy of press release of the Company dated January 9, 2006 |
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: January 11, 2006
PAINCARE HOLDINGS, INC.
BY:
/s/ RANDY LUBINSKY
Chief Executive Officer and Director
