1
U.S. 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 28, 2000
AMEDISYS, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware
-------------------------------
(State or Other Jurisdiction of
Incorporation or Organization)
0-24260 11-3131700
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
11100 Mead Road, Suite 300, Baton Rouge, LA
---------------------------------------------
70816 (Address of principal executive offices
including zip code)
(225) 292-2031
----------------------------------------------------
(Registrant's telephone number, including area code)
2
ITEM 5. OTHER EVENTS
On December 28, 2000, the Company entered into a loan
agreement with NPF Capital, Inc. ("NPF") for a principal sum
of up to $11,725,000. At execution, NPF paid $9,000,000
directly to HCA, The Healthcare Company f/k/a Columbia HCA
Healthcare Corp ("HCA") for the benefit of the Company. The
Company also financed $725,000 of debt issue costs under this
agreement, with the remaining unfunded portion of $2,000,000
available for future acquisitions. Simultaneously, Amedisys
entered into a Termination Agreement with HCA relating to the
note payable ("HCA Note") which resulted from the acquisition
of home health agencies from HCA during the latter part of
1998. The HCA Note, which carried a balance (including accrued
interest) of $16.6 million at September 30, 2000, was
terminated effective October 1, 2000 for a cash payment of
$9,000,000 and the execution of a warrant agreement that
allows HCA to purchase up to 200,000 shares of Amedisys'
Common Stock, subject to certain conditions. As of result of
these transactions, the Company has recorded a pre-tax
extraordinary gain of $6.5 million in the fourth quarter of
2000.
The loan agreement with NPF Capital, Inc. ("NPF
Note"), an affiliate of National Century Financial
Enterprises, Inc., is for a principal sum not to exceed
$11,725,000 at an annual interest rate of 13.95%, adjustable
in accordance with the loan agreement. At loan execution, the
Company borrowed an amount ("Initial Loan Amount") equal to
$9,000,000 which was paid directly to HCA. The Initial Loan
Amount is payable over a three year term with interest only
payments for the first six months and monthly payments of
principal and interest for the remainder of the term. The
Company has available an amount not to exceed $2,000,000
("Supplemental Loan Amount") for the acquisition of
businesses, companies and/or their assets. Any Supplemental
Loan Amounts received will be payable over a three year term
commencing upon receipt of the Supplemental Loan Amount with
thirty-six monthly principal and interest payments. The fees
charged by NPF relating to the NPF Note totaled $725,000 and
are payable in accordance with the payment terms of the
Initial Loan Amount. The security for this note consists of
all credits, deposits, account, securities or moneys, and all
other property rights belonging to or in which the Company has
any interest, now or hereafter, as well as every other
liability now or hereafter existing of the Company, absolute
or contingent, due or to become due. In addition, the net cash
proceeds received from the divestiture of the Company's
remaining surgery center are payable to NPF.
In connection with the execution of the NPF Note
discussed above, the Company, on December 29, 2000, entered
into a Termination Agreement with HCA effective October 1,
2000. The Termination Agreement related to that certain Credit
Agreement dated November 16, 1998 and that certain promissory
note dated December 1, 1998 as modified by that certain Loan
Modification Agreement dated September 30, 1999. In
accordance with the conditions of the Termination Agreement,
the Company paid $9,000,000 in cash and entered into a
Master Warrant Agreement, dated December 29, 2000, whereas
HCA shall be issued warrants to purchase up to 200,000 shares
of Company Common Stock, subject to the terms and conditions
of the Warrant Agreement, in full satisfaction of all amounts
due to HCA, including interest accrued but not paid.
In the Master Warrant Agreement, HCA was granted a
Warrant Certificate to purchase 50,000 shares of Company
Common Stock ("Initial Grant") at an exercise price of $5.00
expiring on December 28, 2005. Subsequent grants are
conditional and evaluated at the end of Year 2001, Year 2002,
and Year 2003 in accordance with the following:
Year 2001 Grant.
a) If, on December 28, 2001, the Market Price,
(as defined in the Warrant Certificate) of
Amedisys common stock is greater than or
equal to $10.00, then HCA shall not be
entitled to, and Amedisys shall not be
obligated for, any year 2001 Warrant grant.
b) If, on December 28, 2001, the Market Price
of Amedisys common stock is less than or
equal to $5.00, then HCA shall be entitled
to, and Amedisys shall grant to HCA, on
December 29, 2001, a Warrant Certificate
evidencing the right to purchase, at any
time from December 29, 2001, until 5:00 p.m.
CST, on December 28, 2006 (the "2001 Warrant
Exercise Term"), up to 50,000 fully-paid and
non-assessable Shares at an initial exercise
price of $5.00.
3
c) If, on December 28, 2001, the Market Price
of Amedisys common stock is greater than
$5.00 but less than $10.00, then HCA shall
be entitled to, and Amedisys shall grant to
HCA, on December 29, 2001, the right to
purchase, at any time during the 2001
Warrant Exercise Term, up to the Pro Rata
Share Amount, as defined below, of
fully-paid and non-assessable Shares at an
initial exercise price equal to the Market
Price.
The term "Pro Rata Share Amount," as used in
this subsection, shall refer to that number
calculated by subtracting the Market Price
from $10.00, then dividing the total by
$5.00, then multiplying the resulting
quotient by 50,000. For example, if the
Market Price on December 28, 2001, is $6.00,
the Pro Rata Share Amount would be 40,000 as
follows:
[($10.00 - $6.00) / $5.00] x 50,000 = 40,000
Year 2002 Grant.
a) If, on December 28, 2002, the Market Price
of Amedisys common stock is greater than or
equal to $15.00, then HCA shall not be
entitled to, and Amedisys shall not be
obligated for, any year 2002 Warrant grant.
b) If, on December 28, 2002, the Market Price
of Amedisys common stock is less than or
equal to $10.00, then HCA shall be entitled
to, and Amedisys shall grant to HCA, on
December 29, 2002, a Warrant Certificate
evidencing the right to purchase, at any
time from December 29, 2002, until 5:00 p.m.
CST, on December 28, 2007 (the "2002 Warrant
Exercise Term"), up to 50,000 fully-paid and
non-assessable Shares at an initial exercise
price equal to the greater of (i) $5.00; and
(ii) the Market Price.
c) If, on December 28, 2002, the Market Price
of Amedisys common stock is greater than
$10.00 but less than $15.00, then HCA shall
be entitled to, and Amedisys shall grant to
HCA, on December 29, 2002, a Warrant
Certificate evidencing the right to
purchase, at any time during the 2002
Warrant Exercise Term, up to the Pro Rata
Share Amount, as defined below, of
fully-paid and non-assessable Shares at an
initial exercise price equal to the Market
Price.
The term "Pro Rata Share Amount," as used in
this subsection, shall refer to that number
calculated by subtracting the Market Price
from $15.00, then dividing the total by
$5.00, then multiplying the resulting
quotient by 50,000. For example, if the
Market Price on December 28, 2002, is
$13.00, the Pro Rata Share Amount would be
20,000 as follows:
[($15.00 - $13.00) / $5.00] x 50,000 =
20,000
Year 2003 Grant.
a) If, on December 28, 2003, the Market Price
of Amedisys common stock is greater than or
equal to $20.00, then HCA shall not be
entitled to, and Amedisys shall not be
obligated for, any year 2003 Warrant grant.
b) If, on December 28, 2003, the Market Price
of Amedisys common stock is less than or
equal to $15.00, then HCA shall be entitled
to, and Amedisys shall grant to HCA, on
December 29, 2003, a Warrant Certificate
evidencing the right to purchase, at any
time from December 29, 2003, until 5:00 p.m.
CST, on December 28, 2008 (the "2003 Warrant
Exercise Term"), up to 50,000 fully-paid and
non-assessable Shares at an initial exercise
price equal to the greater of (i) $5.00; and
(ii) the Market Price.
4
c) If, on December 28, 2003, the Market Price
of Amedisys common stock is greater than
$15.00 but less than $20.00, then HCA shall
be entitled to, and Amedisys shall grant to
HCA, on December 29, 2003, a Warrant
Certificate evidencing the right to
purchase, at any time during the 2003
Warrant Exercise Term, up to the Pro Rata
Share Amount, as defined below, of
fully-paid and non-assessable Shares at an
initial exercise price equal to the Market
Price.
The term "Pro Rata Share Amount," as used in
this subsection, shall refer to that number
calculated by subtracting the Market Price
from $20.00, then dividing the total by
$5.00, then multiplying the resulting
quotient by 50,000. For example, if the
Market Price on December 28, 2003, is
$19.00, the Pro Rata Share Amount would be
10,000 as follows:
[($20.00 - $19.00) / $5.00] x 50,000 =
10,000
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibit
No. Page
------- ----
4.1 (i) Master Warrant Agreement by and between Amedisys, Inc. and HCA -
The Healthcare Company, including Warrant Certificate and Registration Rights Agreement....A-1
10.1 (i) Termination of Credit Agreement by and between Amedisys, Inc.
and HCA - The Healthcare Company...........................................................A-2
10.2 (i) Cognovit Promissory Note between Amedisys, Inc. and Affiliates and NPF Capital, Inc. .....A-3
99.1 (i) Press Release dated January 16, 2001 announcing the pre-payment
of the HCA - The Healthcare Company note payable...........................................A-4
(i) Filed herewith.
5
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 hereunto duly authorized.
AMEDISYS, INC.
By: /s/ John M. Joffrion
-------------------------------------
John M. Joffrion
Senior Vice President of Finance
Principal Accounting and Financial Officer
DATE: January 16, 2001
6
INDEX TO EXHIBITS
Exhibit
No. Page
- ------- ----
4.1 (i) Master Warrant Agreement by and between Amedisys, Inc. and
HCA - The Healthcare Company, including Warrant Certificate
and Registration Rights Agreement..................................A-1
10.1 (i) Termination of Credit Agreement by and between Amedisys, Inc.
and HCA - The Healthcare Company...................................A-2
10.2 (i) Cognovit Promissory Note between Amedisys, Inc. and Affiliates
and NPF Capital, Inc. ............................................A-3
99.1 (i) Press Release dated January 16, 2001 announcing the pre-payment
of the HCA - The Healthcare Company note payable...................A-4
(i) Filed herewith.