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
December 22, 2008
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
Commission File No. 001-31299
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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| Delaware | | 65-0865171 |
(State Or Other Jurisdiction Of Incorporation Or Organization) | | (IRS Employer Identification No.) |
901 Yamato Road, Suite 110
Boca Raton, Florida 33431
(Address Of Principal Executive Offices)
(561) 322-1300
(Registrant’s Telephone Number, Including Area Code)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers |
On December 22, 2008, David J. Wenstrup, who has been a director of the Company since 2001, resigned from the Company’s Board of Directors. Mr. Wenstrup represented Warburg Pincus (“WP”), the Company’s principal stockholder, on the Company’s Board of Directors and his decision to resign from the Company’s Board relates to his resignation from WP. In that regard, Mr. Wenstrup has advised the Company that his resignation was not the result of any disagreement between himself and the Company on any matter relating to the Company’s operations, policies or practices.
In accordance with the Company’s By-Laws, the Board of Directors has authority to fill the vacancy on the Board that results from Mr. Wenstrup’s resignation, and the director appointed to fill that vacancy will serve until the next annual meeting of stockholders and until his or her successor is elected and qualified. Additionally, WP has the right under a stockholders agreement with the Company to propose for nomination two persons to serve on the Company’s Board of Directors (following the resignation of Mr. Wenstrup, WP’s remaining representative on the Board is Joel Ackerman). In accordance with its obligations under the stockholders agreement, the Company intends to inquire of WP as to whether it wishes to propose for nomination another person to serve on the Board at this time. Any person proposed for appointment to the Board by WP will be subject to the determination of the Company’s Nominating and Corporate Governance Committee that such person is qualified to serve on the Company’s Board of Directors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | Medical Staffing Network Holdings, Inc. |
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| | | | By: | | /s/ Kevin S. Little |
| | | | Kevin S. Little |
| | | | President and Chief Financial Officer |
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| Dated: December 23, 2008 | | | | | | |
