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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): March 2, 2011
TEAM HEALTH HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34583 | 36-4276525 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 265 Brookview Centre Way, Suite 400 Knoxville, Tennessee |
37919 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (865) 693-1000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On March 2, 2011, Team Health Holdings, Inc. (the “Company”), Ensemble Parent LLC (“Ensemble”) and the Company’s Chief Financial Officer (together with Ensemble, the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives for the several underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell to the Underwriters 8,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in a registered public offering pursuant to the Company’s registration statement on Form S-3, as amended, filed on February 18, 2011 (File No. 333-172369). Pursuant to the Underwriting Agreement, Ensemble granted an option to the Underwriters to purchase up to 1,200,000 additional shares of Common Stock to cover over-allotments. The closing of the transaction occurred on March 8, 2011, at which the Selling Stockholders sold 8,000,000 outstanding shares of Common Stock. The executed Underwriting Agreement, the pricing press release and the closing press release are filed herewith as Exhibits 1.1, 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated March 2, 2011 | |
| 99.1 | Team Health Holdings Press Release dated March 2, 2011 | |
| 99.2 | Team Health Holdings Press Release dated March 8, 2011 | |
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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.
| Team Health Holdings, Inc. | ||||
| Date: March 8, 2011 | By: | /s/ David P. Jones | ||
| Name: | David P. Jones | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated March 2, 2011 | |
| 99.1 | Team Health Holdings Press Release dated March 2, 2011 | |
| 99.2 | Team Health Holdings Press Release dated March 8, 2011 | |
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