Attached files
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EX-99.1 - EXHIBIT 99.1 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w1.htm |
EX-99.3 - EXHIBIT 99.3 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(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): June 28, 2011
University General Health System, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-54064 | 71-0822436 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7501 Fannin Street Houston, Texas |
77054 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 375-7100
(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:
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)) |
As previously reported in the Current Report on Form 8-K dated July 1, 2011, University
General Health System, Inc. (UGHS or the Company) reported that effective June 30, 2011 UGHS,
through its wholly-owned subsidiaries completed acquisitions of TrinityCare Senior Living, LLC
(TrinityCare LLC) and three senior living communities: Trinity Oaks of Pearland, Texas, Trinity
Shores of Port Lavaca, Texas, and Trinity Hills of Knoxville, Tennessee (the TrinityCare
Facilities). TrinityCare LLC was the manager and minority owner of the TrinityCare Facilities. TrinityCare LLC and the TrinityCare Facilities are collectively referred to as TrinityCare.
Pursuant to the Asset Acquisition Agreements and the Purchase and Sale Agreement, dated as of June
28, 2011, among the Company and the respective sellers, the Company acquired 51% of the ownership
interests of TrinityCare LLC and acquired all the assets and certain named liabilities of the
TrinityCare Facilities. TrinityCare LLC continues as the manager of the TrinityCare Facilities
following the acquisition.
This Amendment No. 1 amends Item 9.01 of the subject Current Report on Form 8-K to provide the
financial statements of TrinityCare required by Item 9.01(a) of this Form 8-K and the pro forma
financial information required by Item 9.01(b) of this Form 8-K.
ITEM 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
Attached as Exhibit 99.1 and incorporated herein by reference are the audited consolidated balance
sheets of TrinityCare as of December 31, 2010 and 2009 and the related consolidated statement of
operations, changes in members deficit, and cash flows for the years then ended. Attached as
Exhibit 99.2 and incorporated herein by reference is the unaudited condensed consolidated balance
sheet of TrinityCare as of June 30, 2011 and the related unaudited condensed consolidated statement
of operations, changes in members deficit, and cash flows for the six months ended June 30, 2011
and 2010.
(b) Pro Forma Financial Information
Attached as Exhibit 99.3 and incorporated herein by reference is the unaudited pro forma
consolidated balance sheet
of the Company as of June 30, 2011 and the unaudited pro forma consolidated statements of income
for the year ended December 31, 2010 and for the six months ended June 30, 2011 for the Company.
(d) Exhibits
Exhibit | ||||
No. | Description | |||
99.1 | Audited Consolidated Financial Statements of TrinityCare
Senior Living, LLC and Subsidiaries for the years
ended December 31, 2010 and 2009. |
|||
99.2 | Unaudited Condensed Consolidated Financial Statements of
TrinityCare Senior Living, LLC and subsidiaries as of June 30,
2011 and for the six months ended June 30, 2011 and 2010. |
|||
99.3 | Unaudited pro forma financial information of University
General Health System, Inc. giving effect to the acquisition
of TrinityCare Senior Living, LLC, Trinity Oaks of Pearland,
Texas, Trinity Shores of Port Lavaca, Texas, and Trinity Hills
of Knoxville, Tennessee. |
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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.
University General Health System, Inc. |
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Date: September 13, 2011 | By: | /s/ Hassan Chahadeh, M.D. | ||
Name: | Hassan Chahadeh, M.D. | |||
Title: | Chairman of the Board |
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