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):
August 3, 2005
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 1-31299 (Commission File Number) | 65-0865171 (IRS Employer Identification No.) |
901 Yamato Road, Suite 110, Boca Raton, FL 33431
(Address of principal executive offices)
Registrant’s telephone number, including area code: 561-322-1300
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
The registrant is attaching a copy of a press release dated August 3, 2005, as Exhibit 99.1.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 3, 2005, Edward J. Robinson was elected to the Company’s Board of Directors as a Class II director to serve until the 2006 Annual Meeting of Stockholders. Mr. Robinson is independent pursuant to NYSE rules and has had no related party transactions with the Company. Mr. Robinson serves on the Advisory Board of W.R. Capital Management, L.P. and is the Chairman of the Audit Committee of Bentley Pharmaceuticals, Inc. Mr. Robinson is a Certified Public Accountant licensed by the State of New York.
Item 9.01. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99.1 | Press Release dated August 3, 2005. |
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. The filing of this Current Report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
2
SIGNATURE
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 hereunto duly authorized.
Date: August 3, 2005 | MEDICAL STAFFING NETWORK HOLDINGS, INC. |
By: /s/ N. Larry McPherson
N. Larry McPherson
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release dated August 3, 2005. |
4