UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 2
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015Commission file number 001-36520
ADEPTUS HEALTH INC.
(Exact name of registrant as specified in its charter)
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Delaware |
| 46-5037387 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
2941 Lake Vista Drive
Lewisville, TX 75067
(Address of principal executive offices) (Zip Code)
(972) 899-6666
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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(Title of Class) | (Name of each exchange which registered) |
Class A Common Stock, $0.01 par value per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ◻
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ◻ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ◻
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer | ◻ |
Non-accelerated filer | ◻ (Do not check if a smaller reporting company) | Smaller reporting company | ◻ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ◻ No ☒
As of June 30, 2015, the aggregate market value of Class A common stock held by non-affiliates was approximately $764.7 million based upon a total of 8,050,000 shares of Class A common stock held by non-affiliates and a closing price of $94.99 per share for the Class A as reported on the New York Stock Exchange on such date.
As of February 15, 2016, 14,266,784 shares of Class A common stock, par value $0.01 per share, and 6,510,738 shares of Class B common stock, par value $0.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporate information by reference from the registrant’s definitive proxy statement relating to its 2016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.
Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2015 (the “Annual Report”) of Adeptus Health Inc. (the “Company”) filed with the Securities and Exchange Commission on February 29, 2016, which Annual Report was amended by Amendment No. 1 to the Annual Report filed on March 30, 2016 (“Amendment No. 1”). This Amendment No. 2 is being filed solely to amend the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 appended as Exhibits 31.1 and 31.2 and to identify the Company as a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended. Specifically, the Company is refiling these certifications solely to add certain required language concerning internal control over financial reporting that was inadvertently omitted from the Company’s certifications in the Annual Report and Amendment No. 1, and to indicate by check mark on the cover of the Annual Report that the Company was a well-known seasoned issuer as of the original filing date of the Annual Report. This Amendment No. 2 does not alter or affect any other part or any other information originally set forth in the Annual Report and Amendment No. 1. This Amendment No. 2 does not reflect events that have occurred subsequent to the filing of the Annual Report or modify or update in any way disclosures made in the Annual Report or Amendment No. 1.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on this 19th day of May 2016.
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| Adeptus Health Inc. |
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| By: | /s/ Thomas S. Hall |
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| Thomas S. Hall |
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| Chairman of the Board, President, Chief Executive Officer and Director |
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Exhibit No. | Description |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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