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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): June 28, 2007
ORION HEALTHCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification 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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors.
(b) Effective June 28, 2007, Michael J. Finn resigned from the Board of
Directors (the "Board") of Orion HealthCorp, Inc. ("the Company").
(d) On June 28, 2007, the remaining members of the Board unanimously
appointed Robert P. Pinkas to fill the vacancy on the Board created by
Mr. Finn's resignation. Mr. Pinkas was appointed to serve pursuant to
the Company's bylaws until the Company's next annual meeting of
shareholders or until his successor is duly elected or appointed and
qualified.
Mr. Pinkas is the sole general partner of Pinkas Family Partners, L.P.
("Pinkas Partners"). Pinkas Partners is a general partner of, and
holds a majority of the general partnership interests of, Brantley
Venture Management III, which is the sole general partner of Brantley
Venture Partners III, L.P. ("Brantley III"). Pinkas Partners is a
general partner of and holds a majority of the general partnership
interests of Brantley Management IV, L.P., which is the sole general
partner of Brantley Partners IV, L.P. ("Brantley IV"). Pinkas Partners
also holds a majority of the equity interests of Brantley Management
V, LLC, which is the sole general partner of Brantley Equity Partners,
L.P. ("BEP"). Brantley IV is the majority shareholder of the Company
and, collectively with Brantley III and BEP, controls the following
shares: (a) 2,439,547 shares of Class A Common Stock owned by Brantley
III; (b) 62,555,686 shares of Class A Common Stock owned by Brantley
IV; (c) 1,634,282 shares of Class A Common Stock owned by BEP; (d)
8,749,952 shares of Class A Common Stock issuable upon conversion of
8,749,952 shares of Class D Common Stock owned by Brantley IV; and (e)
20,455 shares of Class A Common Stock issuable upon exercise of
warrants to purchase Class A Common Stock owned by Brantley IV. As of
June 30, 2007, these shares represented 55.1% of the Company's total
common stock outstanding on a fully-diluted, as-converted basis.
Due to Mr. Pinkas' relationships with Brantley III; BEP and Brantley
IV, he may be deemed to share voting and dispositive power with
respect to the shares held by Brantley III; BEP and Brantley IV. Mr.
Pinkas disclaims beneficial ownership of any shares except to the
extent of a pecuniary interest therein. Mr. Pinkas also owns options
to purchase 17,000 shares of Class A Common Stock at a price of $0.84
per share as a result of his prior service as a director of the
Company's subsidiary, Integrated Physician Solutions, Inc.
The Company is party to a Stockholders Agreement, dated as of December
15, 2004, (the "Stockholders Agreement") with Brantley III, Brantley
IV and BEP (as successor under the agreement to Brantley Capital
Corporation), pursuant to which each of Brantley III, Brantley IV and
BEP (i) is entitled to nominate one person to become a member of the
Board and (ii) has agreed to vote all of their respective shares of
the Company to elect as members of the Board the three people who have
been nominated by Brantley III, Brantley IV and BEP. Mr. Finn was one
of the directors nominated in accordance with the Stockholders
Agreement to be elected as a director of the Company at its last
annual meeting. The Board considered this fact as one of the factors
leading to Mr. Pinkas's appointment to fill the vacancy created by Mr.
Finn's resignation.
As of his appointment, Mr. Pinkas is not expected to be named to any
of the Board's committees.
Item 7.01 Regulation FD Disclosure
On July 3, 2007, the Company issued a press release announcing the
resignation of Michael J. Finn from the Board and the appointment of
Robert P. Pinkas to fill the vacancy on the Board created by Mr.
Finn's resignation. The press release is attached as Exhibit 99.1 to
this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
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99.1 Copy of press release issued by the Company on July 3, 2007
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: July 3, 2007
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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99.1 Copy of press release issued by the Company on July 3, 2007