1 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): JULY 30, 1999 BIRMAN MANAGED CARE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 333-11957 82-1584092 -------- --------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) OF INCORPORATION 1025 HIGHWAY 111 SOUTH, COOKVILLE, TENNESSEE 38501 - -------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (931) 372-7800 NOT APPLICABLE -------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ================================================================================ 2 Item 5 - Other Events Birman Managed Care, Inc., (Nasdaq SmallCap "BMACD"), a Delaware corporation, expects to report financial results for the fourth quarter of its fiscal year ended June 30, 1999 which will include operating losses in excess of losses previously anticipated. The Company made significant progress toward operating at a breakeven level in April and May but, due to a combination of hospital consulting contract cancellations, delays in commencing new engagements, and an unexpected announcement by the Office of Inspector General of the Department of Health and Human Services effectively precluding the implementation of physician "gain sharing" programs, the company expects to report a loss (unaudited) for the fourth quarter of approximately $538,000. Of this amount, approximately $150,000 resulted from additional one-time charges for such items as discontinued projects and professional fees related to previously reported matters. Management expects to implement further reductions and expense controls in light of these results. The information preceded by the words, "the company expects," or words similar thereto, are "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. 3 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 thereunto duly authorized. BIRMAN MANAGED CARE, INC. July 30, 1999 /s/ DAVID N. BIRMAN ----------------------------------- David N. Birman Chairman of the Board, President and Chief Executive Officer July 30, 1999 /s/ SUE D. BIRMAN ----------------------------------- Sue D. Birman Executive Vice President (Principal Accounting Officer)