- Current report filing (8-K)
10 8월 2010 - 3:10AM
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): August 9, 2010
ODYSSEY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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000-33267
(Commission File Number)
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43-1723043
(I.R.S. Employer
Identification Number)
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717 North Harwood Street, Suite 1500
Dallas, Texas
(Address of principal executive offices)
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75201
(Zip Code)
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Registrants telephone number, including area code: (
214) 922-9711
Not Applicable
(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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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Odyssey HealthCare, Inc. (
Odyssey
) held a special meeting of stockholders on August
9, 2010 at 8:00 a.m. local time at Odysseys corporate headquarters at 717 North Harwood Street,
Suite 1600, Dallas, Texas.
The issued and outstanding shares of stock entitled to vote at the special meeting consisted
of 33,685,292 shares of Odyssey common stock. Odyssey stockholders voted on two matters at the
special meeting, both of which were approved pursuant to the following final voting results:
(1) Proposal (i) to approve the merger (the
Merger
) of GTO Acquisition Corp., a
wholly-owned subsidiary of Gentiva Health Services, Inc. (
Gentiva
), with and into
Odyssey, resulting in Odyssey becoming a wholly-owned subsidiary of Gentiva, pursuant to the
Agreement and Plan of Merger, dated as of May 23, 2010 (as it may be amended from time to time, the
Merger Agreement
), among Odyssey, Gentiva and GTO Acquisition Corp., and (ii) adopt the
Merger Agreement.
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For
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Against
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Abstain
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Broker Non-Votes
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27,067,396
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141,358
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6,683
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0
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(2) Proposal to adjourn the special meeting, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes at the time of the special meeting to approve
the Merger and adopt the Merger Agreement.
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For
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Against
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Abstain
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Broker Non-Votes
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25,119,374
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2,090,344
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5,719
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0
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Item 7.01
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Regulation FD Disclosure.
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On August 9, 2010, Odyssey issued a press release announcing the results of the special
meeting described in Item 5.07 of this Current Report on Form 8-K. A copy of the press release is
furnished hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed filed with the Securities and Exchange Commission nor incorporated by
reference in any registration statement filed by Odyssey under the Securities Act of 1933, as
amended.
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Item 9.01
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Financial Statements and Exhibits.
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99.1
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Press release dated August 9, 2010.
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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 hereunto duly authorized.
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ODYSSEY HEALTHCARE, INC.
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Date: August 9, 2010
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By:
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/s/ W. Bradley Bickham
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W. Bradley Bickham
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Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Title
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99.1
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Press release dated August 9, 2010.
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Odyssey Healthcare (MM) (NASDAQ:ODSY)
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부터 5월(5) 2024 으로 6월(6) 2024
Odyssey Healthcare (MM) (NASDAQ:ODSY)
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부터 6월(6) 2023 으로 6월(6) 2024