- Current report filing (8-K)
April 14 2009 - 3:10PM
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):
April 14, 2009
Prospect Medical
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-32203
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33-0564370
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10780 Santa Monica Boulevard
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Suite 400
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Los Angeles, California
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90025
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310) 943-4500
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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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
CFR240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
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Item 2.01. Completion
of Acquisition or Disposition of Assets.
Effective April 14,
2009, Prospect Medical Holdings, Inc., a Delaware corporation (PMH), has
become the owner of 71.96% of the outstanding common stock of Brotman Medical
Center, Inc., a California corporation (Brotman). On that date, the Second Amended Chapter 11
Plan of Reorganization (the Plan) of Brotman was declared effective. PMHs entire ownership interest in Brotman is
held through its wholly-owned subsidiary, Prospect Hospital Advisory Services, Inc.,
a Delaware corporation (together with PMH, the Company).
Prior to the effectiveness
of the Plan, the Company owned 33.1% of Brotmans outstanding common
stock. Pursuant to the terms of the
Plan, the Company acquired an additional 38.86% interest which brought it to
its current interest of 71.96%.
The Company acquired its
pre-Plan ownership interest on August 31, 2005 for a total purchase price
of $1,000,000. Pursuant to the terms of
the Plan, the Company has made an additional $1,800,000 investment in Brotman
and has made a commitment to invest an additional $700,000 within six months
after the effective date of the Plan.
Brotman incurred significant
losses before and after the Companys initial investment and, on October 25,
2007, it filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code. On the same date, the
Company entered into an amendment to its existing consulting services agreement
with Brotman. The amendment provides for
an increased level of services and responsibility. Additionally, effective April 22, 2008,
Samuel S. Lee (PMHs CEO and Chairman of the Board) was appointed as the
Chairman of the Board of Directors of Brotman.
After making the changes, Brotman has shown significant signs of
financial and operational improvements.
While no assurances can be made, the Company believes that Brotman is
well positioned for success following its now effective reorganization.
Additional information is
provided in the press release of Prospect Medical Holdings, Inc. filed
herewith and incorporated herein.
Item 9.01. Financial
Statements and Exhibits
(a)
Financial statements of
businesses acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be
filed by amendment on or before June 30, 2009.
(b)
Pro forma financial
information.
The pro
forma financial statements required by Item 9.01(b) of Form 8-K will
be filed by amendment on or before June 30, 2009.
(d)
Exhibits.
The
following exhibit is filed with this Form 8-K:
Exhibit No.
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Description
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99.1
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Press
Release of Prospect Medical Holdings, Inc. dated April 14, 2009
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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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PROSPECT
MEDICAL HOLDINGS, INC.
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April 14,
2009
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By:
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/s/
Mike Heather
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Name:
Mike Heather
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Title:
Chief Financial Officer
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