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 12, 2014
Skilled Healthcare Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33459 | | 20-3934755 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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27442 Portola Parkway, Suite 200 Foothill Ranch, CA | | 92610 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(949) 282-5800
(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:
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| 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 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.1 is a copy of an electronic slide show presentation which Skilled Healthcare Group, Inc. (the “Company”) and Genesis HealthCare intend to share with financial analysts, financing sources and other interested persons in connection with the proposed combination of the Company and Genesis HealthCare. The proposed combination is discussed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 18, 2014.
Forward-Looking Statements
Certain statements in this Form 8-K (including without limitation its attached exhibit) regarding the proposed transaction, the expected timetable for completing the transaction, benefits of the transaction, future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals or prospects contained in this Form 8-K constitute “forward-looking statements” under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be preceded by, followed by or include the words “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “could,” “might,” or “continue” or the negative or other variations thereof or comparable terminology. A number of important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the transaction; the results and impact of the announcement of the transaction; the timing for satisfying the conditions to the completion of the transaction, including the receipt of the regulatory approvals required for the transaction; the parties’ ability to meet expectations regarding the timing and completion of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; and other factors described in the most recent Annual Report on Form 10-K of the Company and elsewhere in the Company’s filings with the Securities and Exchange Commission (the “SEC”). You should not place undue reliance on any of these forward- looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any such statement to reflect new information, or the occurrence of future events or changes in circumstances.
Additional Information and Where to Find It
This communication is being made in respect of the transactions contemplated by the Purchase Agreement referenced in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 18, 2014. In connection with the consummation of such transactions, the Company will prepare an information statement to be filed with the SEC that will provide additional important information concerning the transactions contemplated by the Purchase Agreement. When completed, a definitive information statement will be mailed to the Company’s stockholders. The Company’s stockholders will be able to obtain, without charge, a copy of the information statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the information statement and other documents relating to the Purchase Agreement (when available) upon written request to Skilled Healthcare Group, Inc. at 27442 Portola Parkway, Suite 200, Foothill Ranch, CA, or from the Company’s website, www.skilledhealthcaregroup.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| | Exhibit Number | | Description |
| | 99.1 | | Electronic Slide Show Presentation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SKILLED HEALTHCARE GROUP, INC. |
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| Date: September 12, 2014 | By: /s/ Roland G. Rapp______________________ |
| | Roland G. Rapp General Counsel, Chief Administrative Officer and Secretary |
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EXHIBIT INDEX
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| Exhibit Number | | Description |
| 99.1 | | Electronic Slide Show Presentation. |
