1
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): June 6, 2001 (June 1, 2001)
American Healthways, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-19364 62-1117144
---------------------------------------- ------------------------------------ --------------------------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
3841 Green Hills Village Drive
Nashville, Tennessee 37215
--------------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 665-1122
-------------------
------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 1, 2001, American Healthways, Inc. (the "Company") announced
the completion of the acquisition of CareSteps.com, Inc. ("CareSteps") through
the merger of a wholly-owned subsidiary of the Company with and into CareSteps,
in accordance with the terms of an Agreement and Plan of Merger dated April 30,
2001. The aggregate consideration paid by the Company was 627,106 shares of its
common stock. The consideration was determined through arm's-length negotiations
between the Company and CareSteps.
In connection with and as a condition to the merger, Jeffrey J. Rice,
M.D., Mark Ridinger, M.D. and Eric Geadelmann entered into Employment Agreements
with the Company which contain covenants not to compete with the Company for a
period of one year following termination of employment. Drs. Rice and Ridinger
and Mr. Geadelmann received an additional 4,762, 4,762 and 2,381 shares,
respectively, of the Company's common stock as consideration for their
non-compete agreements. Dr. Rice will serve as Executive Vice President of the
Company.
ITEM 5. OTHER EVENTS.
On June 6, 2001, the Company announced the acquisition of Empower
Health, Inc. ("Empower") on June 5, 2001, through the merger of Empower with and
into the Company. A copy of the press release related to the acquisition is
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(a) & (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Registrant believes that (i) it is impracticable prior to
the filing of this Current Report on Form 8-K to complete
preparation of the financial statements required to be filed
pursuant to Rule 3-05 of Regulation S-X and the pro forma
financial information required to be filed pursuant to Article
11 of Regulation S-X, and (ii) such information will be
available, and will be filed by the Registrant with the
Securities and Exchange Commission as promptly as practicable,
within 60 days after this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
See Exhibit Index following signature page.
2
3
ITEM 9. REGULATION FD DISCLOSURE.
A press release issued by American Healthways, Inc. on June 1, 2001 is
attached hereto as Exhibit 99.1.
3
4
SIGNATURE
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, thereto duly authorized.
American Healthways, Inc.
By: /s/ HENRY D. HERR
---------------------------------
Name: Henry D. Herr
Title: Executive Vice President and
Chief Financial Officer
Date: June 6, 2001
4
5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Agreement and Plan of Merger, dated April 30, 2001 by and among
American Healthways, Inc., CareSteps.com, Inc. and C-Steps
Acquisition Company (Schedules and other exhibits are omitted
from this filing, but Registrant will furnish supplemental copies
of the omitted materials to the Securities and Exchange
Commission upon request.)
99.1 Press Release dated June 1, 2001
99.2 Press Release dated June 6, 2001
5