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): February 20, 2009
HMS Holdings Corp.
(Exact Name of Registrant as Specified in Charter)
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| New York | | 0-50194 | | 11-3656261 |
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(State or Other Jurisdiction
of Incorporation | | (Commission
File Number) | | (IRS Employer
Identification No.) |
401 Park Avenue South, New York, New York 10016
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (212) 725-7965
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 (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Exhibit 99.1 Press Release dated February 20, 2009 |
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| Exhibit 99.2 Slide presentation from February 20, 2009 earnings conference call |
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| Exhibit 99.3 Income Statement Presentation Reconciliation Analysis |
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
On February 20, 2009, HMS Holdings Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year 2008. A copy of the press release is furnished as Exhibit 99.1. As announced in the press release on February 20, 2008, the Company will host its fourth quarter and full year 2008 earnings conference call on February 20, 2009 at 9 am ET. A slide presentation and Income Statement Presentation Reconciliation Analysis of which are furnished as Exhibit 99.2 and Exhibit 99.3 respectively hereto. These exhibits are incorporated herein by reference.
In accordance with general instruction B-2 to Form 8-K, the information (including Exhibits 99.1 and 99.2 furnished herewith) in this report is “furnished” pursuant to item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
The press release referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.1. The slide presentation of the conference call referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.2 hereto. The Income Statement Presentation Reconciliation Analysis referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.3 hereto.
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.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
This exhibit is furnished pursuant to Items 2.02 and 7.01 hereof and should not be deemed to be “filed” under the Exchange Act.
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| Exhibit No. | | Exhibit Description |
| 99.1 | | Press Release dated February 20, 2009 |
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| 99.2 | | Slide presentation from February 20, 2009 earnings conference call |
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| 99.3 | | Income Statement Presentation Reconciliation Analysis |
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.
Date: February 20, 2009
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| | HMS HOLDINGS CORP.
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| | By: | /s/ Walter D. Hosp | |
| | | Walter D. Hosp | |
| | | Chief Financial Officer
(Principal Financial Officer and Accounting Officer) | |
INDEX TO EXHIBITS
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| Exhibit No. | | Description |
| 99.1 | | Press Release dated February 20, 2009 |
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| 99.2 | | Slide presentation from February 20, 2009 earnings conference call |
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| 99.3 | | Income Statement Presentation Reconciliation Analysis |
