Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 - TRANSCEND SERVICES INC | trcr8k20110505dtsex21.htm |
| EX-99.1 - EXHIBIT 99.1 - TRANSCEND SERVICES INC | trcr8k20110505dtsex991.htm |
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): April 29, 2011
___________________
TRANSCEND SERVICES, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware | 0-18217 | 33-0378756 |
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
One Glenlake Parkway, Suite 1325, Atlanta, GA 30328
(Address of principal executive offices, including zip code)
(678) 808-0600
(Registrant's telephone number, including area code)
___________________
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 1.01 Entry into a Material Definitive Agreement.
On April 29, 2011, Transcend Services, Inc. (the “Company”) entered into an Agreement and Plan of Merger with DTS America, Inc. and certain principal stockholders and acquired DTS America, Inc. (“DTS”) through a merger of DTS Acquisition Corporation (a wholly-owned subsidiary of Transcend Services, Inc.) into DTS America, Inc. The aggregate consideration was $9,500,000, consisting of cash at closing of $8,900,000, $200,000 payable after receipt of financial statements and $400,000 payable one year after closing. This is a change from the preliminary terms announced on March 3, 2011, as there is no earn-out provision in the final agreement. No debt will be assumed by the Company. The transaction is expected to have a nominal negative impact on second quarter 2011 earnings per share in the $0.00 - $0.01 per share range due to transaction costs and to be accretive to earnings per share starting in the third quarter of 2011.
Founded in 1995, DTS is a medical transcription company that serves approximately 30 hospitals plus a number of clinics and surgery centers in 13 states and currently generates approximately $12 million of annual revenue.
Transcend expects to allocate the purchase price between goodwill, customer relationships, covenants not to compete, property and equipment and working capital. Transcend will include the results of DTS operations in its financial statements from the close date forward.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.01.
Item 7.01. Regulation FD Disclosure
A copy of the press release dated May 3, 2011 announcing the completion of the acquisition of DTS is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) | The following exhibits are filed with this current report on Form 8-K: |
Exhibit No. | Description |
2.1 | Agreement and Plan of Merger by and among DTS America, Inc. the Principal Stockholders, The Stockholders' Representative, Transcend Services Inc. and DTS Acquisition Corporation dated April 30, 2011. |
99.1 | Press release of Transcend Services, Inc. dated May 3, 2011. |
The agreements identified in this report as exhibits are between and among the parties to them, and are not for the benefit of any other person. Each agreement speaks as of its date, and the Company does not undertake to update them, unless otherwise required by the terms of the agreement or by law. As permitted, the Company has omitted some disclosure schedules because the Company has concluded that they do not contain information that is material to an investment decision and is not otherwise disclosed in the agreement or this report. Omitted schedules may nevertheless affect the related agreement. The agreements, including the Company's representations, warranties, and covenants, are subject to qualifications and limitations agreed to by the parties and may be subject to a contractual standard of materiality, and remedies, different from those generally applicable or available to investors and may reflect an allocation of risk between or among the parties to them. Accordingly, the representations, warranties and covenants of the Company contained in the agreements may not constitute strict representation of factual matters or absolute promises of performance. Moreover, the agreements may be subject to differing interpretations by the parties, and a party may, in accordance with the agreement or otherwise, waive or modify the Company's representations, warranties, or covenants.
Disclosures About Forward-Looking Statements
This report contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that represent our expectations, anticipations or beliefs about future events, including our operating results, our operating results combined with DTS's, our expected operating results following the DTS merger, the expected allocation of the purchase price, our financial condition, liquidity, expenditures, and compliance
with legal and regulatory requirements. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially depending on a variety of important factors. Factors that might cause or contribute to such differences include, but are not limited to, competitive pressures, extraordinary expenses, loss of significant customers, the mix of revenue, changes in pricing policies, delays in revenue recognition, challenges encountered in integrating acquired businesses, increased regulatory burdens, lower-than-expected demand for the Company's products and services, failure to expand customer relationships or realize revenues from sales closed in the current quarter, the Company's position for growth, delays in the development of the Company's transcription platform, business conditions in the integrated health care delivery network market, adverse general economic conditions, and the risk factors detailed in our periodic, quarterly and annual reports on Forms 8-K, 10-Q and 10-K that we file with the Securities Exchange Commission ("SEC") from time to time. With respect to such forward-looking statements, we claim protection under the Private Securities Litigation Reform Act of 1995. Our SEC filings are available from us, and also may be examined at public reference facilities maintained by the SEC or, to the extent filed via EDGAR, accessed through the website of the SEC (http://www.sec.gov). In addition, factors that we are not currently aware of could harm our future operating results. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. We undertake no obligation to make any revisions to the forward-looking statements or to reflect events or circumstances after the date of this report.
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.
Transcend Services, Inc.
Date: May 05, 2011 | /s/ Lance Cornell | ||
Lance Cornell | |||
Chief Financial Officer | |||
(Principal Financial Officer) | |||