- Amended Current report filing (8-K/A)
08 Juillet 2009 - 10:53PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
(Amendment
No. 2)
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 14, 2009
Prospect
Medical Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-32203
|
|
33-0564370
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
10780 Santa Monica Blvd., Suite 400
|
|
|
Los Angeles, California
|
|
90025
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone
number, including area code:
(310) 943-4500
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion
of Acquisition or Disposition of Assets.
This Current Report on Form 8-K/A
amends the Current Report on Form 8-K/A filed on July 1, 2009 (which
was an amendment to the Current Report on Form 8-K filed on April 14,
2009 (the Original Report)), to include an additional pro forma statement of
operations in Item 9.01, Financial Statements of the Business Acquired and Pro
Forma Financial Information.
Item 9.01. Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired
The required financial statements for Brotman
Medical Center, Inc.
, a California corporation (Brotman) are listed in exhibits 99.1 and
99.2 hereto and are hereby incorporated by reference.
As set forth in the Original Report, on April 14,
2009, the U.S. Bankruptcy Court confirmed and declared effective the Second
Amended Chapter 11 Plan of Reorganization (the Plan) of Brotman. Effective on such date,
Prospect
Medical Holdings, Inc., a Delaware corporation (PMH)
acquired an additional 38.86% ownership
interest in Brotman, increasing total ownership to 71.96% of the outstanding
common stock of Brotman. The Companys
ownership interest in Brotman continues to be held through its wholly-owned
subsidiary, Prospect Hospital Advisory Services, Inc., a Delaware
corporation (together with PMH, the Company).
Pursuant to the terms of the Plan, the Company made additional
investments in Brotman of $1,814,000 on January 13, 2009 and $705,000 on June
30, 2009.
(b) Pro Forma
Financial Information
Filed as Exhibit 99.3 hereto, and hereby
incorporated by reference is the unaudited condensed pro forma consolidated
balance sheet and statements of operations giving pro forma effect to Brotmans
emergence from Chapter 11 bankruptcy proceedings and the Companys additional
investment in Brotman as of October 1, 2007, for statement of operations
purposes, and March 31, 2009, for balance sheet purposes.
(d) Exhibits
The
following exhibits are filed with the Form 8-K/A:
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
Consent
of
BDO
Seidman
, LLP
|
|
|
|
99.1
|
|
Audited
financial statements of Brotman Medical Center, Inc. as of and for the
year ended September 30, 2008
|
|
|
|
99.2
|
|
Unaudited
condensed financial statements of Brotman Medical Center, Inc. as of
March 31, 2009 and for the six month periods ended March 31, 2009
and 2008
|
|
|
|
99.3
|
|
Unaudited
condensed pro forma consolidated financial statements
|
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 hereunto
duly authorized.
|
PROSPECT
MEDICAL HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Mike Heather
|
|
|
Mike
Heather, Chief Financial Officer
|
|
|
|
|
|
|
Dated:
July 8, 2009
|
|
|
3
EXHIBIT
INDEX
The
following exhibits are filed with the Form 8-K/A:
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
Consent
of BDO Seidman LLP
|
|
|
|
99.1
|
|
Audited
financial statements of Brotman Medical Center, Inc. as of and for the
year ended September 30, 2008
|
|
|
|
99.2
|
|
Unaudited
condensed financial statements of Brotman Medical Center, Inc. as of
March 31, 2009 and for the six month periods ended March 31, 2009
and 2008
|
|
|
|
99.3
|
|
Unaudited
condensed pro forma consolidated financial statements
|
4
Prospect Medical (AMEX:PZZ)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Prospect Medical (AMEX:PZZ)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024