- Current report filing (8-K)
09 July 2010 - 7:04AM
Edgar (US Regulatory)
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 (Date of earliest event reported): July 8, 2010
ODYSSEY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-33267
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43-1723043
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(State or other
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(Commission File
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(IRS Employer
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Jurisdiction of
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Number)
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Identification No.)
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Incorporation)
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717 North Harwood Street, Suite 1500
Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
(214) 922-9711
(Registrants telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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þ
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 8.01 Other Events
On July 8, 2010, Odyssey HealthCare, Inc. (Odyssey) announced that it has established a
record date and a meeting date for a special meeting of its stockholders. At the special meeting,
stockholders of record will consider and vote upon a proposal to approve the merger transaction as
a result of which Odyssey would become a wholly-owned subsidiary of Gentiva Health Services, Inc.
(Gentiva), pursuant to the Agreement and Plan of Merger, dated as of May 23, 2010, between
Odyssey and Gentiva (the Merger Agreement).
Odyssey stockholders of record at the close of business on Friday, July 2, 2010, will be
entitled to notice of the special meeting and to vote at the special meeting. The special meeting
will be held on Monday, August 9, 2010, at 8:00 a.m. Central Time, at Odysseys principal offices
located at 717 North Harwood Street, Suite 1600, Dallas, Texas 75201.
The go-shop process, conducted by Odyssey with the assistance of Goldman, Sachs & Co.
(Goldman), Odysseys financial advisor in connection with the merger, ended on June 22, 2010 at
11:59 p.m. (Central Time). During the go-shop period, Goldman held discussions on behalf of
Odyssey with potential buyers but did not receive any alternative acquisition proposals. Odyssey
continues to work with Gentiva to complete the merger.
The press release of Odyssey announcing the record and special meeting date and the expiration
of the go-shop period is attached as Exhibit 99.1 to this Current Report of Form 8-K, and is
incorporated herein by reference.
The transaction still requires Odyssey stockholder approval and is subject to other closing
conditions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Number
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Description
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99.1
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Press Release dated July 8, 2010.
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- 2 -
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 thereunto duly authorized.
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Dated: July 8, 2010
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ODYSSEY HEALTHCARE, INC.
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By:
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/s/ W. Bradley Bickham
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W. Bradley Bickham
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Senior Vice President and General
Counsel
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- 3 -
INDEX TO EXHIBITS
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Exhibit
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Number
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Description
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99.1
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Press Release dated July 8, 2010.
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- 4 -
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