Kmg America Corp - Current report filing (8-K)
November 05 2007 - 4:50PM
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):
November 5, 2007
KMG America Corporation
(Exact Name of Registrant as Specified in Charter)
Virginia
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1-32377
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20-1377270
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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12600 Whitewater Drive, Suite 150
Minnetonka, Minnesota
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55343
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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:
(952) 930-4800
N/A
(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:
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 2.02.
OTHER EVENTS
On November 5, 2007, KMG America Corporation (KMG) issued a press release announcing KMGs earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc., as previously announced on September 7, 2007. The information contained in the press release, which is attached hereto as
Exhibit 99.1
to this report, is incorporated herein by reference. On November 5, 2007, KMG also held an investor webcast conference to discuss third quarter 2007 results and to review the approval process in connection with the proposed acquisition of KMG by Humana Inc. The manuscript for this webcast, which is attached as
Exhibit 99.2
to this report, is incorporated herein by reference.
The information in this Form 8-K and the exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Corporation under the Securities Act of 1933, as amended.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
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Exhibit No.
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Description
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99.1
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Press release of KMG, issued on November 5, 2007, announcing KMGs earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc.
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99.2
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Manuscript for investor webcast held on November 5, 2007, discussing KMGs third quarter 2007 earnings results and update on the approval process in connection with the proposed acquisition of KMG by Humana 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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KMG AMERICA CORPORATION
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(Registrant)
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Date: November 5, 2007
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By:
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/s/ James E. Nelson
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James E. Nelson
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Senior Vice President, General Counsel & Secretary
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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99.1
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Press release of KMG, issued on November 5, 2007, announcing KMGs earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc.
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99.2
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Manuscript for investor webcast held on November 5, 2007, discussing KMGs third quarter 2007 results and update on the approval process in connection with the proposed acquisition of KMG by Humana Inc.
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4
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