UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2004
ORION HEALTHCORP, INC.
(formerly SurgiCare, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 001-16587 58-1597246
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(State or other jurisdiction of (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
1805 Old Alabama Road, Suite 350
Roswell, Georgia 30076
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (678) 832-1800
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))
Item 9.01. Financial Statements and Exhibits.
This Current Report on Form 8-K/A is being filed to amend the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 21, 2004 to add the following required financial statements:
(a) Financial statements of businesses acquired.
Attached hereto as Exhibit 99.1 are the unaudited balance sheet of
Integrated Physician Solutions, Inc.("IPS") as of September 30, 2004 and the
related statements of income, redeemable convertible preferred stock and
stockholders' deficit and cash flows for the nine and three months ended
September 30, 2004 & 2003. The audited balance sheets of IPS as of December 31,
2003 & 2002 and the related statements of income, redeemable convertible
preferred stock and stockholders' deficit and cash flows for the years ended
December 31, 2003 & 2002 were included in the proxy statement on Form DEFM14A
filed on September 10, 2004 and are incorporated here by reference.
Attached hereto as Exhibit 99.2 are the unaudited balance sheet of Dennis
Cain Physician Solutions, Ltd. ("DCPS") as of September 30, 2004 and the related
statements of income, owner's equity and cash flows for the nine and three
months ended September 30, 2004 & 2003. The audited balance sheets of DCPS as of
December 31, 2003 & 2002 and the related statements of income, owner's equity
and cash flows for the years ended December 31, 2003 & 2002 were included in the
proxy statement on Form DEFM14A filed on September 10, 2004 and are incorporated
here by reference.
Attached hereto as Exhibit 99.3 are the unaudited balance sheet of Medical
Billing Services, Inc. ("MBS") as of September 30, 2004 and the related
statements of income, stockholders' equity and cash flows for the twelve months
ended September 30, 2004 & 2003. The audited balance sheets of MBS as of
September 30, 2003 & 2002 and the related statements of income, stockholders'
equity and cash flows for the twelve months ended September 30, 2003 & 2002 as
well as the unaudited balance sheets as of June 30, 2004 & 2003 and the related
statements of income, stockholders' equity and cash flow for the nine and three
months ended June 30, 2004 & 2003 were included in the proxy statement on Form
DEFM14A filed on September 10, 2004 and are incorporated here by reference.
(b) Pro forma financial information.
Attached hereto as Exhibit 99.4 are the unaudited pro forma condensed
combined balance sheet of Orion HealthCorp, Inc., presented using SurgiCare's,
IPS's, MBS's and DCPS's condition as of September 30, 2004 and the unaudited pro
forma condensed combined statements of earnings of Orion HealthCorp, Inc.,
presented using SurgiCare's, IPS's and DCPS's results for the year ended
December 31, 2003 and the nine months ended September 30, 2004 and MBS's results
for the year ended September 30, 2003 and the nine months ended June 30, 2004.
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(c) Exhibits - The following exhibits are furnished as part of this current
report:
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Exhibit Number Description
---------------- ---------------------------------------------------------------
99.1 Unaudited balance sheet of Integrated Physician Solutions,
Inc. as of September 30, 2004 and the related statements of
income, redeemable convertible preferred stock and
stockholders' deficit and cash flows for the nine and three
months ended September 30, 2004 & 2003. The audited balance
sheets of IPS as of December 31, 2003 & 2002 and the related
statements of income, redeemable convertible preferred stock
and stockholders' deficit and cash flows for the years ended
December 31, 2003 & 2002 were included in the proxy statement
of Form DEFM14A filed on September 10, 2004 and are
incorporated here by reference.
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99.2 Unaudited balance sheet of Dennis Cain Physician Solutions,
Ltd. as of September 30, 2004 and the related statements of
income, owner's equity and cash flows for the nine and three
months ended September 30, 2004 & 2003. The audited balance
sheets of DCPS as of December 31, 2003 & 2002 and the related
statements of income, owner's equity and cash flows for the
years ended December 31, 2003 & 2002 were included in the
proxy statement on Form DEFM14A filed on September 10, 2004
and are incorporated here by reference.
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99.3 Unaudited balance sheet of Medical Billing Services, Inc. as
of September 30, 2004 and the related statements of income,
stockholders' equity and cash flows for the twelve months
ended September 30, 2004 & 2003. The audited balance sheets of
MBS as of September 30, 2003 & 2002 and the related statements
of income, stockholders' equity and cash flows for the twelve
months ended September 30, 2003 & 2002 as well as the
unaudited balance sheets as of June 30, 2004 & 2003 and the
related statements of income, stockholders' equity and cash
flow for the nine and three months ended June 30, 2004 & 2003
were included in the proxy statement on Form DEFM14A filed on
September 10, 2004 and are incorporated here by reference.
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99.4 Unaudited pro forma condensed combined balance sheet of Orion
HealthCorp, Inc., presented using SurgiCare's, IPS's, MBS's
and DCPS's condition as of September 30, 2004, and the
unaudited pro forma condensed combined statements of earnings
of Orion HealthCorp, Inc., presented using SurgiCare's, IPS's
and DCPS's results for the year ended December 31, 2003 and
the nine months ended September 30, 2004 and MBS's results for
the year ended September 30, 2003 and the nine months ended
June 30, 2004.
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SIGNATURE
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.
ORION HEALTHCORP, INC.
Date: March 22, 2005 By: /s/ Stephen H. Murdock
-------------------------------
Name: Stephen H. Murdock
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Unaudited balance sheet of Integrated Physician Solutions,
Inc. as of September 30, 2004 and the related statements of
income, redeemable convertible preferred stock and
stockholders' deficit and cash flows for the nine and three
months ended September 30, 2004 & 2003. The audited balance
sheets of IPS as of December 31, 2003 & 2002 and the related
statements of income, redeemable convertible preferred stock
and stockholders' deficit and cash flows for the years ended
December 31, 2003 & 2002 were included in the proxy statement
of Form DEFM14A filed on September 10, 2004 and are
incorporated here by reference.
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99.2 Unaudited balance sheet of Dennis Cain Physician Solutions,
Ltd. as of September 30, 2004 and the related statements of
income, owner's equity and cash flows for the nine and three
months ended September 30, 2004 & 2003. The audited balance
sheets of DCPS as of December 31, 2003 & 2002 and the related
statements of income, owner's equity and cash flows for the
years ended December 31, 2003 & 2002 were included in the
proxy statement on Form DEFM14A filed on September 10, 2004
and are incorporated here by reference.
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99.3 Unaudited balance sheet of Medical Billing Services, Inc. as
of September 30, 2004 and the related statements of income,
stockholders' equity and cash flows for the twelve months
ended September 30, 2004 & 2003. The audited balance sheets of
MBS as of September 30, 2003 & 2002 and the related statements
of income, stockholders' equity and cash flows for the twelve
months ended September 30, 2003 & 2002 as well as the
unaudited balance sheets as of June 30, 2004 & 2003 and the
related statements of income, stockholders' equity and cash
flow for the nine and three months ended June 30, 2004 & 2003
were included in the proxy statement on Form DEFM14A filed on
September 10, 2004 and are incorporated here by reference.
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99.4 Unaudited pro forma condensed combined balance sheet of Orion
HealthCorp, Inc., presented using SurgiCare's, IPS's, MBS's
and DCPS's condition as of September 30, 2004, and the
unaudited pro forma condensed combined statements of earnings
of Orion HealthCorp, Inc., presented using SurgiCare's, IPS's
and DCPS's results for the year ended December 31, 2003 and
the nine months ended September 30, 2004 and MBS's results for
the year ended September 30, 2003 and the nine months ended
June 30, 2004.
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