SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission file number: 333-49743
UNIVERSAL HOSPITAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 41-0760940 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1250 Northland Plaza
3800 West 80th Street
Bloomington, Minnesota 55431-4442
(Address of principal executive offices)
(Zip Code)
952-893-3200
(Registrant’s telephone number, including area code)
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 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¨ Nox
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of common stock outstanding as of November 3, 2003: 10,271,978
EXPLANATORY NOTE
The registrant is filing this Form 10-Q/A-1 to amend Exhibit 10.4 to the registrant’s Form 10-Q for the fiscal quarter ended September 30, 2003 (the “Form 10-Q”). In addition, in connection with the filing of this Form 10-Q/A-1 and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Form 10-Q/A-1 certain currently dated certifications. No other changes have been made to the Form 10-Q and this Form 10-Q/A-1 does not modify or update the disclosure contained in the Form 10-Q in any way other than as discussed above and reflected below.
| Item 6. | Exhibits and Reports on Form 8-K |
3.1b Certificate of Amendment to Certificate of Incorporation of Universal Hospital Services, Inc. (The certificate of Incorporation is hereby incorporated by reference to Exhibit 3.1b to Form S-1/A filed on September 5, 2001).
3.2b Amended and Restated Bylaws of Universal Hospital Services, Inc.*
4.1 Indenture dated as of October 17, 2003, by and between Universal Hospital Services, Inc. and Wells Fargo Bank, National Association as Trustee, relating to our 10.125% Senior Notes Due 2008 (including Form of Note).*
10.1 Stock Purchase Agreement among Universal Hospital Services, Inc., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-Invest LLC, Halifax Capital Partners, L.P. and Certain Other Parties thereto, dated as of September 26, 2003.*
10.2 Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003.*
10.3 Joinder Agreements to Stock Purchase Agreement executed October 28, 2003.*
10.4 Credit Agreement dated as of October 17, 2003 among Universal Hospital Services, Inc., as Borrower, the other credit parties signatory hereto, as Credit Parties, the lenders signatory thereto from time to time, as Lenders, and General Electric Capital Corporation, as Agent, Administrative Agent, Collateral Agent and Lender, PNC Bank, National Association, as Documentation Agent, GECC Capital Markets Group, Inc., as Co-Lead Arranger and Goldman Sachs Credit Partners, L.P., as Syndication Agent and Co-Lead Arranger.**
10.5 Form of Amended and Restated Stockholders’ Agreement dated as of October 17, 2003 by and among Universal Hospital Services, Inc., the JWC Holders thereto, the Halifax Holders thereto, the Management Holders thereto and the Additional Holders thereto.*
10.6 Employment Agreement between Universal Hospital Services, Inc. and David E. Dovenberg, dated October 17, 2003.*
12.1 Ratio of Earnings to Fixed Charges.*
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31.1 Rule 13a-14(a) Certification of Principal Executive Officer
31.2 Rule 13a-14(a) Certification of Principal Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
| (a) | Reports on Form 8-K: |
The Company filed the following Current Reports on Form 8-K during the quarter ended September 30, 2003.
| Date | Item Reported | |
| July 29, 2003 | Item 12 – July 28, 2003 news release announcing the Company’s second quarter earnings. | |
| September 16, 2003 | Item 7 – September 15, 2003 news release announcing the Company’s pursuing a proposed recapitalization. | |
| September 26, 2003 | Item 5 – September 25, 2003 news release announcing the Company’s commenced a cash tender offer for all $135,000,000 outstanding principal amount of its 10 1/4% Senior Notes due 2008. | |
| September 30, 2003 | Item 5 – September 29, 2003 news release announcing the Company’s intent to offer, subject to market and other conditions, $250 million aggregate principal amount of senior notes in a private offering. | |
| * | Previously filed. |
| ** | Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 under the Securities Exchange Act. |
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 thereunto duly authorized.
Date: April 7, 2004
| Universal Hospital Services, Inc. | ||
| By | /s/ Gary D. Blackford | |
Gary D. Blackford, | ||
President and Chief Executive Officer | ||
| By | /s/ John A. Gappa | |
John A. Gappa, | ||
Senior Vice President and Chief Financial Officer | ||
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Universal Hospital Services, Inc.
EXHIBIT INDEX TO REPORT ON FORM 10-Q
| Exhibit Number | Description | Page | ||
| 3.1b | Certificate of Amendment to Certificate of Incorporation of Universal Hospital Services, Inc. (The certificate of Incorporation is hereby incorporated by reference to Exhibit 3.1b to Form S-1/A filed on September 5, 2001). | |||
| 3.2b | Amended and Restated Bylaws of Universal Hospital Services, Inc.* | |||
| 4.1 | Indenture dated as of October 17, 2003, by and between Universal Hospital Services, Inc. and Wells Fargo Bank, National Association as Trustee, relating to our 10.125% Senior Notes Due 2008 (including Form of Note).* | |||
| 10.1 | Stock Purchase Agreement among Universal Hospital Services, Inc., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-Invest LLC, Halifax Capital Partners, L.P. and Certain Other Parties thereto, dated as of September 26, 2003.* | |||
| 10.2 | Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003.* | |||
| 10.3 | Joinder Agreements to Stock Purchase Agreement executed October 28, 2003.* | |||
| 10.4 | Credit Agreement dated as of October 17, 2003 among Universal Hospital Parties, Services, Inc., as Borrower, the other credit parties signatory hereto, as Credit the lenders signatory thereto from time to time, as Lenders, and General Electric Capital Corporation, as Agent, Administrative Agent, Collateral Agent and Lender, PNC Bank, National Association, as Documentation Agent, GECC Capital Markets Group, Inc., as Co-Lead Arranger and Goldman Sachs Credit Partners, L.P., as Syndication Agent and Co-Lead Arranger.** | |||
| 10.5 | Form of Amended and Restated Stockholders’ Agreement dated as of October 17, 2003 by and among Universal Hospital Services, Inc., the JWC Holders thereto, the Halifax Holders thereto, the Management Holders thereto and the Additional Holders thereto.* | |||
| 10.6 | Employment Agreement between Universal Hospital Services, Inc. and David E. Dovenberg, dated October 17, 2003.* | |||
| 12.1 | Ratio of Earnings to Fixed Charges.* | |||
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer. | |||
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer. | |||
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.* | |||
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.* | |||
| * | Previously filed. |
| ** | Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 under the Securities Exchange Act. |
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