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): September 28, 2012
Graymark Healthcare, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Oklahoma | | 001-34171 | | 20-0180812 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
204 N. Robinson Ave., Suite 400
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices) (Zip Code)
(405) 601-5300
(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 (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 1.01. | Entry into a Material Definitive Agreement. |
On September 28, 2012, Graymark Healthcare, Inc. and its wholly-owned subsidiary, TSH Acquisition, LLC, entered into an amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated as of August 13, 2012, with Foundation Healthcare Affiliates, LLC (“Seller”). Pursuant to the Amendment, a party may terminate the agreement if the closing of the acquisition does not occur on or before October 31, 2012, and an additional closing condition was added requiring the Seller to obtain the consent of the holder of preferred interests in certain subsidiaries of Seller prior to the closing of the acquisition. A copy of the Amendment is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit No. | | Description |
| 2.1 | | Amendment to Membership Interest Purchase Agreement, dated as of September 28, 2012, among Graymark Healthcare, Inc., TSH Acquisition, LLC and Foundation Healthcare Affiliates, LLC |
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 hereunto duly authorized.
| | | | | | |
| Date: October 4, 2012 | | | | GRAYMARK HEALTHCARE, INC. |
| | | |
| | | | By: | | /s/ Stanton Nelson |
| | | | | | Stanton Nelson, Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| 2.1 | | Amendment to Membership Interest Purchase Agreement, dated as of September 28, 2012, among Graymark Healthcare, Inc., TSH Acquisition, LLC and Foundation Healthcare Affiliates, LLC |
