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 24, 2001
(December 21, 2001)
CHILDREN'S COMPREHENSIVE SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-16162 62-1240866
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3401 West End Avenue, Suite 400
Nashville, Tennessee 37203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 250-0000
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 22, 2001, a purported class action was filed in the Circuit
Court of Davidson County, Tennessee against Children's Comprehensive Services,
Inc. ("CCS") and each of the members of the CCS board of directors. The suit
alleged that the members of the CCS board of directors breached their fiduciary
duties to the CCS shareholders by approving an exclusivity agreement pursuant to
which CCS agreed to negotiate exclusively with two potential acquirors for the
period from June 14, 2001 through July 13, 2001. CCS believes that the lawsuit
is based upon erroneous assumptions by the plaintiff and is without merit.
On December 21, 2001, CCS and the plaintiff entered into a memorandum
of understanding to settle and dismiss the action. The settlement provides,
among other things, that CCS supplement its proxy statement, dated December 10,
2001, issued in connection with the solicitation of proxies by the CCS board of
directors for the special meeting of shareholders to be held on January 2, 2002.
The settlement is subject to the approval of the court.
The supplement, dated December 21, 2001, is first being mailed to the
shareholders of CCS on or about December 24, 2001. The proxy statement
supplement is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Supplement, dated December 21, 2001, to the
Proxy Statement, dated December 10, 2001.
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.
Date: December 21, 2001
CHILDREN'S COMPREHENSIVE SERVICES, INC.
By: /s/ Donald B. Whitfield
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Donald B. Whitfield
Vice President Finance and Chief
Financial Officer
EXHIBIT INDEX
No. Exhibit
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99.1 Supplement, dated December 21, 2001, to the
Proxy Statement, dated December 10, 2001.