Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - CHINDEX INTERNATIONAL INC | w82066exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2010
CHINDEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 0-24624 | 13-3097642 | ||
(State of Incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
4340 EAST WEST HIGHWAY, SUITE 1100 | ||
BETHESDA, MARYLAND | 20814 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (301) 215-7777
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))
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
We previously filed a Current Report on Form 8-K on January 6, 2011 (the Form 8-K), reporting our
acquisition (the Acquisition) of a 49% interest in a joint venture created and
consolidated under Chindex Medical Limited, a newly-formed Hong Kong
company, in return for the disposition to Chindex Medical Limited
(the Disposition) of the portion of the business
contributed thereto by Chindex International, Inc. (the
Company), all as described in
the Form 8-K. We are filing this Form 8-K/A, Amendment No. 1, to provide the pro forma financial
information required by Item 9.01 for the Acquisition. The unaudited pro forma financial
information presented is not intended to represent and may not be indicative of the consolidated
results of operations or financial position that would have occurred had the transactions been
completed as of the dates presented nor of the future results of operations or financial position
of the Company.
Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
Unaudited pro forma financial information giving effect to the Disposition and the Acquisition
are included as Exhibit 99.1 to this Current Report on Form 8-K. The unaudited pro forma balance
sheet as of September 30, 2010 is based on the historical financial statements of the Company for
such period after giving effect to the Disposition and the Acquisition as if they had occurred on
September 30, 2010. The unaudited pro forma statements of operations for the six months ended
September 30, 2010 and the fiscal year ended March 31, 2010 are based on the historical financial
statements of the Company for such periods after giving effect to the Disposition and Acquisition
as if they had occurred on April 1, 2009. The unaudited pro forma financial information should be
read in conjunction with the Companys historical consolidated financial statements and notes
thereto contained in the Companys 2010 Annual Report on Form 10-K filed on June 14, 2010, and the
Companys Quarterly Report on Form 10-Q for the six months ended September 30, 2010, filed on
November 8, 2010.
(d) Exhibits.
Exhibit | Description | |
99.1 | Financial Information |
2
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.
Date: March 16, 2011
CHINDEX INTERNATIONAL, INC. |
||||
By: | ||||
Name: | Lawrence Pemble | |||
Title: | Chief Financial Officer |
3
INDEX TO EXHIBITS
Exhibit | Description | |
99.1 | Financial Information |
4