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): September 22, 2011
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-33009 |
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56-2248952 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10720 Sikes
Place
Charlotte, North Carolina
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28277 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (704) 815-7700
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| (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))
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
MedCath Corporation (the “Company”) held a Special Meeting of Stockholders on September 22, 2011
(the “Special Meeting”). The final voting results with respect to each proposal voted upon at the
Special Meeting are set forth below. As of the record date for the Special Meeting, holders of a
total of 20,436,291 shares of outstanding common stock were entitled to vote.
Proposal 1 — To approve (a) the sale of all or substantially all of the remaining assets of
the Company prior to filing a certificate of dissolution and (b) the Company’s complete liquidation
(as the term “complete liquidation” is described in Section 346(a) of the Internal Revenue code of
1986, as amended):
The
stockholders approved the Company’s Proposal 1 by the affirmative vote of a majority of the shares of common
stock present or represented by proxy at the Special Meeting, as set forth below:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 18,269,139
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12,408
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10,915
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— |
Proposal 2 — To approve the dissolution of the Company and the plan of dissolution pursuant to
which the Company will be dissolved:
The stockholders approved the Company’s Proposal 2 as set forth below:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 18,261,717
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18,408
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12,337
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— |
Proposal 3 — To approve a non-binding advisory vote on certain compensation and other payments
to executives
The stockholders approved the Company’s Proposal 3 for the Special Meeting, as set forth below:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 14,743,525
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3,527,334
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21,603
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— |
Proposal 4 — To approve to adjourn the Special Meeting if necessary or appropriate
The stockholders approved the Company’s Proposal 4 granting the Board of Directors the authority to adjourn the
meeting in its sole discretion, as set forth below:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 16,688,968
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1,586,488
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17,006
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— |
The Board of Directors determined not to exercise this authority and, as a result, there was no
adjournment of the Special Meeting.
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.
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MEDCATH CORPORATION
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| Date: September 27, 2011 |
By: |
/s/ Lora Ramsey
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Lora Ramsey |
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Chief Financial Officer |
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