Securities and Exchange Commission
Washington, DC 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) March 8, 2006
AMERICAN CARESOURCE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-51603 20-0428568
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
8080 Tri-Star Drive, Irving, Texas 75063
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (972) 871-7912
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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 (see General Instruction A.2.)
|_| 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 2, 2006, American CareSource Holdings, Inc. (the "Registrant")
sold approximately 536,200 shares of common stock for $5.00 per share in a
private placement to institutional and other accredited investors for which it
paid commissions of $214,480 to a placement agent and issued a warrant to
purchase approximately 42,900 shares of common stock. The Registrant raised
approximately $2.7 million in gross proceeds from this private placement. The
securities offered and sold in this private placement were sold in reliance on
an exemption from the registration requirements under Regulation D of the
Securities Act of 1933, as amended.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
99.1 Press Release dated March 2, 2006.
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.
AMERICAN CARESOURCE HOLDINGS, INC.
Date: March 8, 2006 By: /s/ David S. Boone
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David S. Boone
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated March 2, 2006.