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
July 26, 2006
Date of Report (Date of earliest event reported)
Matria Healthcare, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-20619
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20-2091331 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1850 Parkway Place, Marietta, GA
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30067 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement.
On July 26, 2006, Matria Healthcare, Inc. (“Matria”), Facet Technologies, LLC (“Facet
Technologies”), a wholly owned subsidiary of Matria, and Facet Acquisition LLC (the “Purchaser”),
an affiliate of Water Street Capital Partners, L.P., entered into a definitive Membership Interest
Purchase Agreement (the “Purchase Agreement”) pursuant to which the Purchaser will purchase from
Matria all of the membership interests of Facet Technologies. As consideration for the
transaction, the Purchaser will pay Matria $122 million in cash, subject to adjustments as set
forth in the Purchase Agreement.
The obligations of the parties to consummate the transactions contemplated by the Purchase
Agreement are subject to certain conditions, including the filing of notice and the expiration of
the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. The parties have made customary representations, warranties and covenants in the Purchase
Agreement and expect the transactions to close on or about
August 31, 2006. Subject to certain specified limitations,
Matria and the Purchaser have agreed to indemnify one another against
losses incurred as a result of the indemnifying party's breaches of
representations and warranties contained in the Purchase Agreement. In addition,
the parties have agreed that if either party has satisfied its conditions to closing and is
prepared to close the transaction on the date specified in the Purchase Agreement and the other
party fails to fulfill its obligations to close the transaction for any reason, then the party that
fails to close will be required to pay the other party a termination fee of $3,000,000.
The foregoing description of the Purchase Agreement is not complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as
Exhibit 2.1 to this Form 8-K and is incorporated herein by reference. A copy of the press release
announcing the transaction is filed with this Form 8-K as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
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2.1 |
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Membership Interest Purchase Agreement dated July 26, 2006 by and among Matria Healthcare, Inc., Facet Technologies, LLC and Facet Acquisition LLC. |
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99.1 |
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Press Release, dated July 26, 2006. |