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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 8, 2006
ORION HEALTHCORP, 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 1 Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On February 8, 2006, SurgiCare Memorial Village, L.P. ("Memorial
Village") executed an Asset Purchase Agreement (the "Agreement")
for the sale of substantially all of its assets to First Surgical
Memorial Village, L.P. ("Purchaser"). Memorial Village is
approximately 49% owned by Town & Country SurgiCare, Inc., a
wholly-owned subsidiary of Orion HealthCorp, Inc. ("Orion"). The
Agreement was deemed to be effective as of January 31, 2006.
The property sold by Memorial Village to the Purchaser
(hereinafter collectively referred to as the "Acquired Assets")
includes the equipment, inventory, goodwill, contracts, leasehold
improvements, equipment leases, books and records, permits and
licenses and other personal property owned by Memorial Village
and used in the operation of Memorial Village's business. The
Acquired Assets did not include any of the following: accounts
receivable, cash and cash equivalents, marketable securities,
insurance policies, prepaid expenses, deposits with utility
and/or service providers, shares of corporations, real estate
owned by Memorial Village, or liabilities, other than those
expressly assumed by the Purchaser in the Agreement.
As consideration for the Acquired Assets, Memorial Village
received a total purchase price of $1,100,000, of which Orion
received approximately $815,000 after payment of certain legal
and other post-closing expenses. The proceeds received by Orion
consisted of the following amounts:
i. Approximately $677,000 representing the principal
amount of a note payable owed to Orion from Memorial
Village;
ii. Approximately $99,000 representing Orion's pro-rata
share of the net proceeds after payment of certain
legal and other post-closing expenses; and
iii. A reserve fund of approximately $39,000, pending
approval of the assumption of certain capital leases by
the Purchaser.
A copy of the Agreement is attached hereto as Exhibit 2.1.
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
The information required by this item is included in Item 1.01
and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
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2.1 Asset Purchase Agreement, dated as of February 8, 2006,
between and among SurgiCare Memorial Village, L.P. and First
Surgical Memorial Village, L.P., joined herein by Orion
HealthCorp, Inc.*
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* Pursuant to Item 601(b)(2) of Regulation S-B, certain exhibits and schedules
have been omitted from this filing. The Company agrees to furnish to the
Securities and Exchange Commission on a supplemental basis a copy of any omitted
exhibit or schedule.
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: February 14, 2006
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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2.1 Asset Purchase Agreement, dated as of February 8, 2006,
between and among SurgiCare Memorial Village, L.P. and First
Surgical Memorial Village, L.P., joined herein by Orion
HealthCorp, Inc.*
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* Pursuant to Item 601(b)(2) of Regulation S-B, certain exhibits and schedules
have been omitted from this filing. The Company agrees to furnish to the
Securities and Exchange Commission on a supplemental basis a copy of any omitted
exhibit or schedule.