UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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.
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This Amendment No. 1 amends the Current Report on Form 8-K of the
Registrant dated December 3, 2006, as filed with the Securities and Exchange
Commission (SEC) on December 7, 2006 (the December 8-K) related to our
acquisition of the assets of all the Medicare-certified home health agencies
owned and operated by Mederi, Inc. This Form 8-K/A amends the December 8-K to
include the financial statements required by Item 9.01 (99.1) of Form 8-K and to
include an exhibit under Item 9.01 (99.1) of Form 8-K. The information
previously reported in the December 8-K is hereby incorporated by reference into
this Form 8-K/A.
Item 3.02. Unregistered Sales of Equity Securities.
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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 audited
historical consolidated financial statements listed below are
filed as Exhibit 99.2 to this Amendment No. 1 and incorporated
herein by reference:
Independent Auditors' Report
Financial statements of Mederi, Inc. and subsidiaries as of
and for the years ended June 30, 2006 and 2005.
(b) Pro Forma Financial Information. The pro forma financial
information with respect to the transaction described in Item
2.01 and listed below is filed as Exhibit 99.3 to this
Amendment No. 1 and incorporated herein by reference:
(i) Unaudited Pro Forma Consolidated Balance Sheet as of
September 30, 2006.
(ii) Unaudited Pro Forma Consolidated Statements of Income
for the year ended December 31, 2005 and the nine
months ended September 30, 2006.
(iii) Notes to the Unaudited Pro Forma Consolidated Balance
Sheets and Statements of Income.
(d) Exhibits.
Exhibit 23.1 -- Consent of Hixson, Marin, DeSanctis & Company, P.A.
* Exhibit 99.1 -- Press Release dated December 4, 2006.
Exhibit 99.2 - Mederi, Inc. financial statements described at Item
9.01 (a).
Exhibit 99.3 - Pro forma consolidated financial information described
at Item 9.01 (b).
* Previously filed as part of the Form 8-K dated December 3, 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: February 15, 2007 By /s/ C. Steven Guenthner
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C. Steven Guenthner
Senior Vice President and
Chief Financial Officer