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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: March 11, 2005
ORION HEALTHCORP, INC.
(formerly SurgiCare, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1805 Old Alabama Road, Suite 350
Roswell, GA 30076
(Address of Principal Executive Offices) (Zip Code)
(678) 832-1800
(Registrant's Telephone Number, Including Area Code)
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. below):
|_| 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))
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Section 3 Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On March 7, 2005, Orion HealthCorp, Inc. received a letter from the
American Stock Exchange notifying Orion that it does not meet the
Exchange's continued listing standards because Orion is not in
compliance with Sections 711 and 713 of the AMEX Company Guide. The
non-compliance issues relate to issuance of common stock by Orion's
predecessor company, SurgiCare, Inc., on two instances in 2003 and
2004 without obtaining shareholder approval.
In March 2003, SurgiCare, Inc. sold 325,854 shares of its common
stock (after giving effect to a one-for-ten reverse stock split
implemented in December 2004) plus warrants to purchase an additional
169,227 shares of common stock in a private placement at less than
the then-current market price of the stock. The letter from the
Exchange indicates that the total number of shares issued (including
those shares issuable on exercise of the warrants) exceeded 20% of
the outstanding common stock of SurgiCare at the time of the offering
and, therefore, required shareholder approval in advance of the
offering under Section 713 of the AMEX Company Guide. However,
shareholder approval was not obtained.
In October 2004, SurgiCare issued 13,600 shares of its common stock
(after giving effect to the one-for-ten reverse stock split) to
consultants. The letter from the Exchange indicates that the issuance
of shares to the consultants required advance approval of SurgiCare's
shareholders under Section 711 of the AMEX Company Guide. Again,
shareholder approval was not obtained.
The Exchange has advised the Company that, in order to maintain its
listing, Orion must submit a plan to the Exchange by March 17, 2005,
advising what action it will take to bring the Company back into
compliance with Exchange continued listing standards. The Exchange
has also advised Orion that, if Orion is not in compliance with
Exchange standards at the conclusion of the plan period, the Exchange
may initiate delisting proceedings as appropriate.
Orion submitted a plan for compliance with AMEX listing standards to
the Exchange on March 10, 2005.
Attached is a copy of a press release issued on March 11, 2005, by
Orion HealthCorp.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
3.01 Letter from Dennis J. Meekins, Vice President - Listing
Qualifications, American Stock Exchange, to Keith LeBlanc, Orion
HealthCorp, Inc. (March 7, 2005).
99.1 Copy of press release issued by the Company on March 11, 2005.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORION HEALTHCORP, INC.
By: /s/ Stephen H. Murdock
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Stephen H. Murdock
Chief Financial Officer
Date: March 11, 2005
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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3.01 Letter from Dennis J. Meekins, Vice President - Listing
Qualifications, American Stock Exchange, to Keith LeBlanc, Orion
HealthCorp, Inc. (March 7, 2005)
99.1 Copy of press release issued by the Company on March 11, 2005.