UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 22, 2019 (May 17, 2019)
Diversicare Healthcare Services, Inc.
(Exact Name of Registrant as Specified in Charter)
|
| | |
Delaware |
001-12996 |
62-1559667 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
1621 Galleria Boulevard, Brentwood, TN 37027-2926
(Address of Principal Executive Offices)
(615) 771-7575
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
| | | | | |
| | | | Emerging growth company | | ¨
|
| | | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| | ¨
|
Securities registered pursuant to Section 12(b) of the Act:
|
| | |
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | DVCR | The Nasdaq Capital Market |
Item 7.01. Regulation FD Disclosure
On May 22, 2019, the Company issued a press release announcing that it has entered into an agreement with Omega Healthcare Investors, Inc. ("Omega") to amend its master lease to terminate operations of ten nursing facilities, totaling approximately 885 skilled nursing beds, located in Kentucky and to concurrently transfer operations to an operator selected by Omega. The transaction is subject to closing conditions, including but not limited to, state licensure and regulatory approval, due diligence and successful sale of the real estate by Omega. Upon the completion of the transaction, Diversicare will no longer operate any skilled nursing centers in the State of Kentucky. The transaction is expected to become effective in the third quarter of 2019.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K, which is also contained on its website, DVCR.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Exhibit
99.1Press release dated May 22, 2019
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.
Diversicare Healthcare Services, Inc.
By: /s/ Kerry D. Massey
Kerry D. Massey
Chief Financial Officer
Date: May 22, 2019
