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): December 3, 2006
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 2.01. Completion of Acquisition or Disposition of Assets.
On December 3, 2006, Almost Family, Inc. (the "Registrant"), completed the
acquisition of the assets of all the Medicare-certified home health agencies
owned and operated by Mederi, Inc., pursuant to two asset purchase agreements:
(i) an Asset Purchase Agreement dated as of November 15, 2006, among (x) the
Registrant, Caretenders Visiting Services of Ocala, LLC, Caretenders Visiting
Services of Southwest Florida, Inc., Caretenders Visiting Services of Orlando,
LLC, Caretenders Visiting Services of District 7, LLC, Pro-Care Home Health of
Broward, Inc., Caretenders Visiting Services of Southeast Florida, Inc.,
Caretenders Visiting Services of Hernando County, LLC, Caretenders Visiting
Services of District 6, LLC, Caretenders Visiting Services of Pinellas County,
LLC, Caretenders Visiting Services of Cook County, LLC, and National Health
Industries, Inc., (y) Mederi, Inc., Mederi of Collier County, Inc., Mederi of
Manatee County, Inc., Mederi of Pinellas County, Inc., Mederi of Alachua County,
Inc., Mederi of Palm Beach County, Inc., Mederi of Orange County, Inc., d/b/a
Mederi of Brevard County, Inc., and United Home Health Services, Inc. d/b/a
Mederi of Illinois, and (z) David Nesslein and Sandra Vazquez, and (ii) an Asset
Purchase Agreement dated as of November 15, 2006, among (x) the Registrant,
Caretenders Visiting Services of Cook County, LLC, Caretenders Visiting Services
of Southern Illinois, LLC, Caretenders Visiting Services of St. Louis, LLC, and
National Health Industries, Inc., (y) Health Management Consultants, Inc.,
United Home Health Services of Cook County, Inc. d/b/a Mederi of Cook County,
and United Home Health Service of St. Louis, Inc. d/b/a Mederi, and (z) David
Nesslein and Sandra Vazquez. The parties listed above at (i)(x) and (ii)(x) are
collectively referred to as the "Almost Family Parties" and the parties listed
at (i)(y), (z) and (ii)(y), (z) are collectively referred to as the "Mederi
Parties."
In the aggregate, the asset purchase agreements provided for an initial
purchase price of approximately $19 million consisting of $13 million cash, $4
million in a note payable and 100,000 shares of the Registrant's common stock.
Additional consideration of up to $5.5 million in cash may be paid to the
sellers contingent primarily upon the achievement of certain revenue targets in
the two years following the closing. The Registrant funded the cash portion of
the transaction from borrowings available on the Company's existing senior
credit facility with JP Morgan Chase Bank, NA.
The common stock issued is "restricted stock" as defined in Rule 144 under
the Securities Act of 1933, as amended, (the "Securities Act"), and is subject
to piggyback registration rights for two years from the date of issuance. The
shares of common stock were placed into escrow as security for the
indemnification obligations of the Mederi Parties. The Registrant is relying on
an exemption from registration provided under Section 4(2) of the Securities
Act, which exemption the Registrant believes is available due to the closely
held nature of the seller's common stock and the status of the recipient of the
shares as an "accredited investor" as defined in Regulation D under the
Securities Act.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in response to Item 2.01 is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The Registrant
intends to file by amendment to this Form 8-K the required
historical financial information within 71 calendar days after
the date this report has been filed.
(b) Pro Forma Financial Information. The Registrant intends to
file by amendment to this Form 8-K the required pro forma
financial information within 71 calendar days after the date
this report has been filed.
(d) Exhibits.
Exhibit 10.1 -- Asset Purchase Agreement dated as of November 15, 2006,
among (x) the Registrant, Caretenders Visiting Services of Cook County,
LLC, Caretenders Visiting Services of Southern Illinois, LLC,
Caretenders Visiting Services of St. Louis, LLC, and National Health
Industries, Inc., (y) Health Management Consultants, Inc., United Home
Health Services of Cook County, Inc. d/b/a Mederi of Cook County, and
United Home Health Service of St. Louis, Inc. d/b/a Mederi, and (z)
David Nesslein and Sandra Vazquez, including executed copies of the
following attachments : (listed Omitted Schedules will be furnished
supplementally to the SEC upon request):
(A) Confidentiality, Nonsolicitation and Noncompetition
Agreement dated as of December 3, 2006 between the
Almost Family Parties and the Mederi Parties;
(B) Promissory Notes dated December 3, 2006, issued by the
Registrant in the aggregate principal amount of
$4,000,000;
(C) Registration Rights Agreement dated December 3, 2006
between the Registrant and Health Management
Consultants, Inc. and
(D) Indemnification Agreement dated as of December 3, 2006
between the Almost Family Parties and the Mederi
Parties.
Exhibit 10.2 -- Asset Purchase Agreement dated as of November 15,
2006, among (x) the Registrant, Caretenders Visiting Services of Ocala,
LLC, Caretenders Visiting Services of Southwest Florida, Inc.,
Caretenders Visiting Services of Orlando, LLC, Caretenders Visiting
Services of District 7, LLC, Pro-Care Home Health of Broward, Inc.,
Caretenders Visiting Services of Southeast Florida, Inc., Caretenders
Visiting Services of Hernando County, LLC, Caretenders Visiting
Services of District 6, LLC, Caretenders Visiting Services of Pinellas
County, LLC, Caretenders Visiting Services of Cook County, LLC, and
National Health Industries, Inc., (y) Mederi, Inc., Mederi of Collier
County, Inc., Mederi of Manatee County, Inc., Mederi of Pinellas
County, Inc., Mederi of Alachua County, Inc., Mederi of Palm Beach
County, Inc., Mederi of Orange County, Inc., d/b/a Mederi of Brevard
County, Inc., and United Home Health Services, Inc. d/b/a Mederi of
Illinois, and (z) David Nesslein and Sandra Vazquez, including executed
copies of the following attachments (listed Omitted Schedules will be
furnished supplementally to the SEC upon request):
(A) Confidentiality, Nonsolicitation and Noncompetition
Agreement dated as of December 3, 2006 between the
Almost Family Parties and the Mederi Parties; and
(B) Indemnification Agreement dated as of December 3, 2006
between the Almost Family Parties and the Mederi
Parties, including executed copies of the following
attachments: Stock Pledge Agreement dated as of
December 3, 2006 between the Registrant and Health
Management Consultants, Inc. and Escrow Agreement dated
as of December 3, 2006, among the Registrant, Health
Management Consultant, Inc. and John B. Gallagher, Esq.
Exhibit 99.1 -- Press Release dated December 4, 2006.
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.
ALMOST FAMILY, INC.
Date: December 7, 2006 By /s/ C. Steven Guenthner
--------------------------------
C. Steven Guenthner
Senior Vice President and
Chief Financial Officer