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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): December 10, 2007
ORION HEALTHCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) 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:
|_| 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 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of the Registrant
As previously reported on our Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on September 21, 2007, we entered
into a Note Purchase Agreement (the "Note Purchase Agreement") with Phoenix Life
Insurance Company ("Phoenix"), Brantley Partners IV, L.P. ("Brantley IV") and
Terrence L. Bauer ("Bauer"), dated September 21, 2007 providing for the issuance
of our senior subordinated unsecured promissory notes (the "Notes") in the
aggregate principal amount of $1,000,000 to be purchased by Phoenix in the
amount of $700,000, by Brantley IV in the amount of $250,000 and by Bauer in the
amount of $50,000, each bearing interest at an aggregate rate of 14% per annum
and due December 1, 2011. The Note Purchase Agreement was entered into to
provide us with needed working capital and the necessary funds to effect the
Splits referred to in Item 8.01 below.
On December 10, 2007, we closed the transaction contemplated by the
Note Purchase Agreement and issued the Notes to Phoenix, Brantley IV and Bauer.
The Notes bear interest at the combined rate of (i) 12% per annum
payable in cash on a quarterly basis and (ii) 2% per annum payable in kind
(meaning that the accrued interest will be capitalized as principal) on a
quarterly basis, subject to our right to pay such amount in cash. The Notes are
unsecured and subordinated to all of our other senior debt. Upon the occurrence
and during the continuance of an event of default the interest rate on the cash
portion of the interest shall increase from 12% per annum to 14% per annum, for
a combined rate of default interest of 16% per annum. We may prepay outstanding
principal (together with accrued interest) on the Note subject to certain
prepayment penalties and we are required to prepay outstanding principal
(together with accrued interest) on the Note upon certain specified
circumstances.
The Note Purchase Agreement is attached as Exhibit 10.1 to our Current
Report on Form 8-K as filed with the SEC on September 21, 2007 and is
incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information required by this item is included in Item 8.01 and is
incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
The information required by this item is included in Item 8.01 and
Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Information
As previously reported on our Current Report on Form 8-K filed with the
SEC on November 29, 2007, we held a special meeting of stockholders on November
29, 2007. A proposal to amend our certificate of incorporation to provide for a
1-for-2,500 reverse stock split of our Class A Common Stock (the "Reverse
Split"), immediately followed by a 2,500-for-1 forward stock split of our Class
A Common Stock (collectively, the "Splits") was approved by holders of 90.4% of
our Common Stock (including Class A and Class D Common Stock) entitled to vote
at the special meeting. Following the approval at the special meeting, as
previously reported on our Current Report on Form 8-K filed on November 29,
2007, we filed an application with the SEC on Form 25 to voluntarily delist the
Company's Class A Common Stock from the American Stock Exchange ("AMEX"). The
delisting became effective on December 9, 2007.
On December 10, 2007, we filed a Fourth Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware to consummate the Splits. The full text of the Fourth Amended and
Restated Certificate of Incorporation is attached to this Current Report on Form
8-K as Exhibit 3.1 and incorporated herein by reference.
Additionally, on December 10, 2007, we issued a press release regarding
the filing of the Fourth Amended and Restated Certificate of Incorporation as
well as the consummation of the transaction contemplated by the Note Purchase
Agreement. That press release is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
3.1 Fourth Amended and Restated Certificate of Incorporation of
Orion HealthCorp, Inc.
99.1 Copy of press release issued by the Company on December 10, 2007.
SIGNATURES
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/ Terrence L. Bauer
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Terrence L. Bauer
Chief Executive Officer
Date: December 10, 2007
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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3.1 Fourth Amended and Restated Certificate of Incorporation of
Orion HealthCorp, Inc.
99.1 Copy of press release issued by the Company on December 10, 2007.
4