SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2011
AMERICAN SURGICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (713) 779-9800
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:
A special meeting of stockholders of American Surgical Holdings, Inc. (the Company) was held on Wednesday, February 23, 2011 (the Special Meeting). Of the 12,821,928 shares of the Companys common stock outstanding as of the record date for the Special Meeting, 11,132,368 shares, or 86.8%, of the Companys outstanding common stock, were present in person or by proxy at the Special Meeting.
An aggregate of 11,109,856 shares, or 86.6% of the Companys outstanding common stock, were voted in favor of proposal no. 1 for the approval and adoption of the agreement and plan of merger dated December 20, 2010, as amended on January 13, 2011, by and among the Company, AH Holdings, Inc. (AH Holdings) and AH Merger Sub, Inc. (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the Merger). Of the shares of the Companys common stock outstanding, 22,512 shares, or 0.2%, were voted against the approval and adoption of the Merger Agreement and the Merger, and no shareholders abstained from voting on this proposal. In addition, no stockholder exercised appraisal rights.
While the Merger was approved at the Special Meeting, the expected date of the closing of the Merger has not yet been determined. The Company and AH Holdings are working to satisfy the remaining conditions precedent to the closing of the Merger.
A copy of the press release issued by the Company regarding the voting results for the Special Meeting is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The following exhibits are furnished with this Current Report on Form 8-K:
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.