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): August 7, 2007
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31299 65-0865171
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
901 Yamato Road, Suite 110, Boca Raton, FL 33431
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(Address of Principal Executive Office) (Zip Code)
(561) 322-1300
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
Section 2 - Financial Information
Item 2.05 - Costs Associated with Exit or Disposal Activities
On August 7, 2007, the registrant's Board of Directors approved the principal
features of a plan (the Plan) to restructure and integrate the operations of
InteliStaf Holdings, Inc. (InteliStaf), which the registrant acquired on July 2,
2007. The objectives of the Plan are to eliminate redundant costs resulting
from the acquisition of InteliStaf and to improve efficiencies in operations.
As part of the Plan, the registrant will reduce its pre-acquisition workforce by
approximately 70 employees and close certain of its branches. The registrant
expects that the goodwill associated with such closed branches will be impaired,
and, as a result, the registrant would incur a non-cash charge to write-off the
associated goodwill. Additionally, the registrant will reduce InteliStaf's
pre-acquisition workforce by approximately 200 employees and close certain
InteliStaf branches. At this time, the registrant is not able to quantify the
total amount or range of amounts related to the charges associated with the
Plan. The Plan also includes the termination of various contracts and lease
agreements. The Plan is expected to be completed by the end of the registrant's
fiscal third quarter.
The registrant will file an amended report on Form 8-K after it is able to make
a determination of the total amount or range of amounts expected to be incurred
in connection with the Plan.
Caution Concerning Forward-Looking Statements
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This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements include all statements other than those made solely with
respect to historical fact, including statements regarding the registrant's
expected restructuring and acquisition-related integration costs and related
charges. These statements involve known and unknown risks, uncertainties and
other factors that may cause the registrant's actual results and performance to
be materially different from any future results or performance expressed or
implied by these forward-looking statements. These factors include, but are not
limited to the following: the ability to recognize the benefits of the
InteliStaf acquisition; the amount of the costs, fees, expenses and charges
related to the InteliStaf acquisition; the registrant's ability to integrate
successfully the InteliStaf business; the registrant's restructuring and
acquisition-related integration costs and related charges associated with the
integration plan varying materially from management's current estimates of these
costs, charges and adjustments due to variations in anticipated headcount
reductions, contract terminations, and costs of the implementation of the
integration plan. Additional information concerning these and other important
factors can be found within the registrant's filings with the Securities and
Exchange Commission. Statements in this Current Report on Form 8-K should be
evaluated in light of these important factors. Although the registrant believes
that these statements are based upon reasonable assumptions, the registrant
cannot provide any assurances regarding future results. The registrant
undertakes no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise.
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: August 8, 2007 MEDICAL STAFFING NETWORK
HOLDINGS, INC.
By: /s/ Kevin S. Little
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Kevin S. Little
President and Chief Financial Officer