Mbf Healthcare Acquisition Corp. - Current report filing (8-K)
April 28 2008 - 5:14PM
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:
April 22, 2008
MBF HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33396
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22-3934207
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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121 Alhambra Plaza, Suite 1100, Coral Gables, Florida 33432
(Address of principal executive offices)
(305) 461-1162
(Registrants 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):
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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 1.01. Entry into a Material Definitive Agreement.
On April 22, 2008, MBF Healthcare Acquisition Corp. (MBH), Critical Homecare Solutions Holdings,
Inc. (CHS), and Kohlberg Investors V, L.P. (the Sellers Representative) entered into Amendment
No. 1 (the Amendment) to the Stock Purchase Agreement, dated February 6, 2008 (the Stock
Purchase Agreement), by and among MBH, CHS and the Sellers Representative and the other
stockholders of CHS (each, together with the Sellers Representative, a Seller and collectively
the Sellers).
The Amendment was entered into to provide for the issuance of 4,000 shares of Series A Convertible
Preferred Stock, $0.001 par value (Preferred Shares), by CHS to certain Sellers and to include
the Preferred Shares in the outstanding capital stock of CHS to be acquired by MBH in the
transaction. In addition, the Amendment amended Section 7.23 of the Stock Purchase Agreement to
indicate that CHS will appoint a designee of the Kohlberg Entities, as defined in the Stock
Purchase Agreement, to the Board of Directors of MBH rather than nominate a designee for election
as previously contemplated.
The foregoing description is qualified in its entirety by reference to the Amendment, which is
filed as Exhibit 2.1 hereto and incorporated herein by this reference.
Additional Information and Where to Find It.
On February 14, 2008, MBH filed a preliminary proxy statement concerning the previously
announced proposed transaction between MBH and CHS, which will be subject to review by the Securities and Exchange Commission. Amendment No. 1 to the
preliminary proxy statement was filed on April 1, 2008. MBH stockholders and other interested
persons are urged to read the definitive proxy statement and other relevant materials when they
become available as they will contain important information about MBH, CHS and the proposed
transaction. Such persons can also read MBHs final prospectus dated April 17, 2007, for a
description of the security holdings of the MBH officers and directors and their respective
interests in the successful consummation of the proposed transaction. The definitive proxy
statement will be mailed to stockholders as of a record date to be established for voting on the
proposed transaction.
Participants in Solicitation.
MBH and its directors and executive officers and CHS and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the holders of MBH stock in
respect of the proposed transaction. Investors may obtain additional information regarding the
interest of such participants by reading the proxy statement relating to the proposed transaction
and MBHs Annual Report on Form 10-K for its fiscal year ended December 31, 2007 when they become
available.
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Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1
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Amendment No. 1, dated April 22, 2008, to the Stock Purchase Agreement, dated February 6,
2008, by and among MBF Healthcare Acquisition Corp., Critical Homecare Solutions Holdings,
Inc., Kohlberg Investors V, L.P. and other stockholders of Critical Homecare Solutions
Holdings, Inc.
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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.
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Date: April 28, 2008
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MBF HEALTHCARE ACQUISITION CORP.
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/s/ Miguel B. Fernandez
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Miguel B. Fernandez
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Chairman and Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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2.1
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Amendment No. 1, dated April 22, 2008, to the Stock Purchase Agreement, dated February 6,
2008, by and among MBF Healthcare Acquisition Corp., Critical Homecare Solutions Holdings,
Inc., Kohlberg Investors V, L.P. and other stockholders of Critical Homecare Solutions
Holdings, Inc.
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