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): October 9, 2009
REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-19294 | 51-0265872 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
of incorporation) | | Identification No.) |
| 7733 Forsyth Boulevard | |
| Suite 2300 | |
| St. Louis, Missouri | 63105 |
| (Address of principal executive offices) | (Zip Code) |
(800) 677-1238
(Company’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. |
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)) |
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Item 8.01 | | | Other Events | |
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| | | In June 2009, the Company completed the sale of all the outstanding common stock of Phase 2 Consulting, Inc. (“Phase 2”) to Premier, Inc. Phase 2 has been classified as a discontinued operation in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires that the financial statements for the corresponding prior years be reclassified to show the results of Phase 2 as a discontinued operation. As such, the Company’s consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 have been revised to reflect Phase 2 as a discontinued operation. The following disclosures, which were included in the Company’s Form 8-K filed on July 14, 2009, are carried forward in this Form 8-K: | |
| | | ● | In the first quarter of 2009, the Company made certain changes to the structure of its internal organization. These changes primarily consisted of making the Company’s skilled nursing rehabilitation services division responsible for oversight of the Company’s businesses that provide resident-centered management consulting services and staffing services for therapists and nurses. Accordingly, the Company revised the segment information included in the notes to the Company’s consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 to reflect these changes. | |
| | | ● | In August 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“Statement 160”), which requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity. The Company adopted Statement 160 effective January 1, 2009. The Company’s adoption of the new standard resulted in changes to the presentation of noncontrolling interests within the Company’s consolidated financial statements for the years ended December 31, 2008, 2007 and 2006. | |
| | | The disclosures in this Item 8.01, as well as Exhibits 99.1, 99.2 and 99.3 included herewith, which revise Items 6, 7 and 8, respectively, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, are to be considered "filed" with the Securities and Exchange Commission for all purposes under the Securities Exchange Act of 1934, as amended. | |
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Item 9.01 | | Financial Statements and Exhibits | |
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(d) | | Exhibits | |
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| | The following exhibits are filed pursuant to Item 8.01: | |
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| 23.1 | Consent of KPMG LLP. | |
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| 99.1 | Item 6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial Data” | |
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| 99.2 | Item 7 of the Company’s 2008 Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | |
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| 99.3 | Item 8 of the Company’s 2008 Annual Report on Form 10-K, “Financial Statements and Supplementary Data” | |
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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.
Dated: October 9, 2009
| By: /s/ | Jay W. Shreiner |
| Jay W. Shreiner |
| Executive Vice President and |
| Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | | | Description |
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23.1 | | Consent of KPMG LLP |
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99.1 | | Item 6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial Data” |
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99.2 | | Item 7 of the Company’s 2008 Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
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99.3 | | Item 8 of the Company’s 2008 Annual Report on Form 10-K, “Financial Statements and Supplementary Data” |
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