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): August 4, 2008
Allion Healthcare, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-17821 | | 11-2962027 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1660 Walt Whitman Road, Suite 105, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(631) 547-6520N/A
(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 (see General Instruction A.2. below):
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| 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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| Item 2.02. | | Results of Operations and Financial Condition. |
On August 7, 2008, Allion Healthcare, Inc. (the “Company”) issued a press release announcing its results of operations for the second fiscal quarter ended June 30, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 4, 2008, Harvey Werblowsky notified the Company that he was resigning from the Board of Directors, effective upon the election of his successor.
On August 4, 2008, the Board of Directors of the Company elected Flint Besecker to serve as a director in the vacancy created by Mr. Werblowsky’s resignation. The Board of Directors appointed Mr. Besecker to serve on the Nominating and Corporate Governance Committee and as chair of the Compensation Committee. There are no arrangements between Mr. Besecker and any other person pursuant to which Mr. Besecker was elected as a director, nor are there any transactions to which the Company was or is a participant and in which Mr. Besecker has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
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| Exhibit | | |
| Number | | Description |
| 99.1 | | Press release dated August 7, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ALLION HEALTHCARE, INC.
(Registrant)
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| August 7, 2008 | /s/ Russell J. Fichera | |
| | By: Russell J. Fichera | |
| | Its: Chief Financial Officer | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
| 99.1 | | Press release dated August 7, 2008. |
