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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2008
Or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-33009
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 56-2248952 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
10720 Sikes Place, Suite 300
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(704) 708-6600
(Registrant’s telephone number, including area code)
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(704) 708-6600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero | Accelerated filerþ | Non-accelerated filero(Do not check if a smaller reporting company) | Smaller reporting companyo |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
As of April 30, 2008, there were 21,451,144 shares of $0.01 par value common stock outstanding.
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PART II. OTHER INFORMATION | ||||||||
Item 4. Submission of Matters to a Vote of Security Holders | ||||||||
Item 6. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Exhibit 10.1 | ||||||||
Exhibit 10.2 | ||||||||
Exhibit 31.3 | ||||||||
Exhibit 31.4 |
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Explanatory Note:
This Amendment No. 1 (the “Amendment”) amends MedCath Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 filed on May 9, 2008 (the “Original Filing”). This Amendment revises the Original Filing to include the information required in Part II. Other Information, Item 4. Submission of Matters to a Vote of Security Holders and to include the amendment to our Amended and Restated Outside Directors’ Stock Option Plan (the “Outside Directors’ Stock Option Plan”) and Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital within Part II. Other Information, Item 6. Exhibits. No other changes are being made by means of this Amendment. The remainder of the Original Filing is unchanged, is not reproduced in this Amendment and has not been modified or updated to reflect any subsequent events.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company’s annual meeting of stockholders was held on March 5, 2008. The stockholders elected the nominees for Class I Directors. Directors whose terms of office continued after the annual meeting are John T. Casey, Adam H. Clammer, Edwin O. French, Edward A. Gilhuly, Paul B. Queally, and Jacque J. Sokolov, MD. In addition, the stockholders ratified the selection of Deloitte & Touché LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2008, and approved an amendment to the Outside Directors’ Stock Option Plan. The votes on these proposals were as follows:
1. Election of Class I Directors:
For | Withheld | |||||||
Robert S. McCoy, Jr. | 19,123,494 | 239,679 | ||||||
John B. McKinnon | 19,123,549 | 239,624 | ||||||
Galen D. Powers | 18,809,542 | 553,631 |
2. Ratification of selection of Deloitte & Touché LLP as independent registered public accounting firm for the fiscal year ending September 30, 2008:
For | Against | Abstain | Broker Non-Vote | |||
16,521,895 | 2,837,819 | 3,459 | 0 |
3. Approval of amendment to the Outside Directors’ Stock Option Plan:
For | Against | Abstain | Broker Non-Vote | |||
14,345,790 | 3,855,604 | 15,585 | 1,146,194 |
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Item 6. Exhibits
Exhibit | ||
No. | Description | |
10.1 | Amendment to Amended and Restated Outside Directors’ Stock Option Plan | |
10.2 | Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital | |
31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.3 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.4 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Filed with Original Filing |
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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 thereunto duly authorized.
MEDCATH CORPORATION | ||||
Dated: June 10, 2008 | By: | /s/ O. EDWIN FRENCH | ||
O. Edwin French | ||||
President and Chief Executive Officer (principal executive officer) | ||||
By: | /s/ JAMES A. PARKER | |||
James A. Parker | ||||
Interim Chief Financial Officer (principal financial officer) | ||||
By: | /s/ LORA RAMSEY | |||
Lora Ramsey | ||||
Vice President — Controller (principal accounting officer) | ||||
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EXHIBIT INDEX
Exhibit | ||
No. | Description | |
10.1 | Amendment to Amended and Restated Outside Directors’ Stock Option Plan | |
10.2 | Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital | |
31.3 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.4 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |