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): November 2, 2005
AMN Healthcare Services, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-16753 | 06-1500476 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
12400 High Bluff Drive, Suite 100 San Diego, California | 92130 | |
| (Address of principal executive offices) | (Zip Code) |
(866) 871-8519
(registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
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EXPLANATORY NOTE
On November 7, 2005, AMN Healthcare Services, Inc. (“AMN” or “the Company”) filed a Form 10-Q, under Item 5 to report the completion of its acquisition of The MHA Group, Inc. and subsidiaries (“MHA”). AMN hereby files the required financial statements of MHA and furnishes the required pro forma financial information.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial Statements of the Businesses Acquired: |
The following audited financial statements of The MHA Group, Inc. and subsidiaries are included as Exhibit 99.1 to this Current Report on Form 8-K:
Report of the Independent Auditor
The consolidated balance sheets as of September 30, 2005 and 2004
The consolidated statements of earnings for the years ended September 30, 2005, 2004 and 2003
The consolidated statements of stockholders’ equity for the years ended September 30, 2005, 2004 and 2003
The consolidated statements of cash flows for the years ended September 30, 2005, 2004 and 2003
Notes to consolidated financial statements
| (b) | Pro Forma Financial Information: |
The following unauditedpro forma financial information of AMN Healthcare Services, Inc., and The MHA Group, Inc. is furnished as Exhibit 99.2 to this Current Report on Form 8-K:
The unauditedpro forma condensed combined consolidated balance sheet as of September 30, 2005
The unauditedpro forma condensed combined consolidated statement of operations for the year ended December 31, 2004
The unauditedpro forma condensed combined consolidated statement of operations for the nine months ended September 30, 2005
Notes to unauditedpro forma condensed combined consolidated financial statements
| (c) | Exhibits |
| Exhibit | Description | |
| 2.1 | Acquisition Agreement, dated as of October 5, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.** | |
| 2.2 | Amendment No. 1 to Acquisition Agreement, dated as of October 21, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.*** | |
| 2.3 | Amendment No. 2 to Acquisition Agreement, dated as of October 21, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.*** | |
| 23.1 | Consent of KPMG LLP.* | |
| 99.1 | The consolidated balance sheets of The MHA Group, Inc. and subsidiaries as of September 30, 2005 and 2004, consolidated statements of earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended September 30, 2005, the notes related thereto, and the Report of Independent Auditor thereon.* | |
| 99.2 | The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2005, and the unaudited pro forma condensed combined consolidated statements of operations for the year ended December 31, 2004 and for the nine months ended September 30, 2005.* | |
| * | Filed herewith. |
| ** | Incorporated by reference to the exhibits filed with the Registrant’s Current Report on Form 8-K filed on October 6, 2005. |
| *** | Incorporated by reference to the exhibits filed with the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2005. |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: January 17, 2006 | AMN HEALTHCARE SERVICES, INC | |||||
/s/ DAVID C. DREYER | ||||||
Name: | David C. Dreyer | |||||
Title: | Chief Accounting Officer and Chief Financial Officer | |||||
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 2.1 | Acquisition Agreement, dated as of October 5, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.** | |
| 2.2 | Amendment No. 1 to Acquisition Agreement, dated as of October 21, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.*** | |
| 2.3 | Amendment No. 2 to Acquisition Agreement, dated as of October 21, 2005, by and among AMN Healthcare Services, Inc., Cowboy Acquisition Corp., The MHA Group, Inc. and James C. Merritt and Joseph E. Hawkins.*** | |
| 23.1 | Consent of KPMG LLP.* | |
| 99.1 | The consolidated balance sheets of The MHA Group, Inc. and subsidiaries as of September 30, 2005 and 2004, consolidated statements of earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended September 30, 2005, the notes related thereto, and the Report of Independent Auditor thereon.* | |
| 99.2 | The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2005, and the unaudited pro forma condensed combined consolidated statements of operations for the year ended December 31, 2004 and for the nine months ended September 30, 2005.* | |
| * | Filed herewith. |
| ** | Incorporated by reference to the exhibits filed with the Registrant’s Current Report on Form 8-K filed on October 6, 2005. |
| *** | Incorporated by reference to the exhibits filed with the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2005. |