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 3, 2005
ALMOST FAMILY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-09848 06-1153720
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
9510 Ormsby Station Road, Suite 300
Louisville, Kentucky 40223
(Address of principal executive offices) (Zip Code)
(502) 891-1000
(Registrant's telephone number, including area code)
N/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:
[ ] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 3, 2005, the Registrant entered into a definitive agreement for
the sale of its adult day care segment operations to Active Service Corporation
(Active Service) in an asset sale. The Purchase Agreement is by and among the
Registrant, Caretenders of Cincinnati, Inc., Adult Day Care of Maryland, Inc.,
Caretenders of Columbus, Inc., Caretenders of New Jersey, Inc., Caretenders of
Southwest Florida, Inc., Caretenders of West Palm Beach, Inc., and Adult Day
Care of Louisville, Inc., as Seller, and Active Day FL, Inc., Active Day OH,
Inc., Active Day MD, Inc., Active Day KY, Inc. and Active Day Fleet, Inc. as
Buyer and Active Service Corporation as Parent. Except with respect of the
Purchase Agreement, there is no material relationship between the Registrant or
its affiliates and Active Service or its affiliates.
The purchase price consists of $13.6 million cash plus assumption of
approximately $1.4 million of debt. In return, Active Service will acquire
substantially all the assets and assume certain working capital liabilities
related to the Registrant's 19 medical adult day care centers. The transaction,
which is subject to certain conditions including regulatory approvals and
third-party consents, is expected to close by October 1, 2005.
A copy of the press release announcing the transaction is attached to
this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press Release dated August 3, 2005.
SIGNATURE
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.
THE REGISTRANT, INC.
Date: August 3, 2005 By /s/ C. Steven Guenthner
---------------------------
C. Steven Guenthner
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No.
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99.1 Press release issued by the Registrant on August 3, 2005.