- Amended Current report filing (8-K/A)
July 01 2009 - 6:02AM
Edgar (US Regulatory)
United
States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
(Amendment
No. 1)
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
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33-0564370
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10780 Santa Monica Blvd., 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
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 filed on April 14, 2009 (the Original
Report, to include the required 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 an additional
$1,814,000 investment in Brotman on January 13, 2009 and has made a
commitment to invest an additional $705,000 within six months from the
effective date of the Plan.
(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.
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Description
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23.1
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Consent of
BDO
Seidman
, LLP
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99.1
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Audited financial
statements of Brotman Medical Center, Inc. as of and for the year ended
September 30, 2008
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99.2
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Unaudited condensed
financial statements of Brotman Medical Center, Inc.as of and for the
six month periods ended March 31, 2009 and 2008
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99.3
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Unaudited condensed pro
forma consolidated financial statements
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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.
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PROSPECT MEDICAL HOLDINGS,
INC.
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By:
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/s/ Mike Heather
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Mike Heather, Chief
Financial Officer
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Dated: June 30, 2009
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EXHIBIT
INDEX
The
following exhibits are filed with the Form 8-K/A:
Exhibit No.
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Description
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23.1
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Consent of BDO Seidman LLP
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99.1
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Audited financial
statements of Brotman Medical Center, Inc. as of and for the year ended
September 30, 2008
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99.2
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Unaudited condensed
financial statements of Brotman Medical Center, Inc. as of and for the
six month periods ended March 31, 2009 and 2008
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99.3
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Unaudited condensed pro
forma consolidated financial statements
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3
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