Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2009
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
(Registrants 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)) |
Explanatory Note
This Form 8-K/A amends the Current Report on Form 8-K filed by Transcend Services, Inc. on September 3, 2009 by including financial statements required to be filed under Items 9.01(a) and 9.01(b) pursuant to Rule 3-05 of Regulation S-X. In addition, the abbreviation of Medical Dictation Services, Inc. has been changed from MDI to MDSI to avoid any confusion with Medical Dictation, Inc. (MDI) which was acquired by Transcend in 2005.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Financial Statements of Business Acquired. |
On August 31, 2009 Transcend purchased from Dorothy K. Fitzgerald, all issued and outstanding shares of common stock of Medical Dictation Services, Inc. (MDSI). MDSI operated on a fiscal year ending March 31.
The required audited annual financial statements of MDSI as of and for the periods ending March 31, 2008 and 2009 are filed as Exhibit 99.2.
The required unaudited interim financial statements as of June 30, 2009 and for the period then ended and are filed as Exhibit 99.3.
(b) | Pro Forma Financial Information. |
The required unaudited pro forma condensed balance sheet as of December 31, 2008, unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2008, and unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2009 are filed as Exhibit 99.4.
(d) | Exhibits |
Exhibit |
Description | |
10.1* | Loan and Security Agreement by and between TRANSCEND SERVICES, INC. and MEDICAL DICTATION SERVICES, INC. each individually and collectively as the Borrower and REGIONS BANK as the Lender dated August 31, 2009. | |
10.2* | $2.0 Million Promissory Note dated August 31, 2009 issued by TRANSCEND SERVICES, INC. to Dorothy K. Fitzgerald | |
23.1 | Consent of Independent Public Accounting Firm | |
99.1* | Press release of Transcend Services, Inc. dated September 1, 2009. | |
99.2 | MDSI audited annual financial statements as of March 31, 2008 and 2009 and for the years then ended, and the notes related thereto. | |
99.3 | MDSI unaudited interim financial statements as of June 30, 2009 and for the period then ended and the notes related thereto. | |
99.4 | Unaudited pro forma Consolidated Balance Sheet as of December 31, 2008, unaudited pro forma Consolidated Statement of Operations for the year ended December 31, 2008, and unaudited pro forma Consolidated Statement of Operations for the six months ended June 30, 2009 and the notes related thereto. |
* | Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange on September 3, 2009. |
The representations, warranties and covenants contained in the agreements identified above as exhibits were made only for the purposes of those agreements, are between and among the parties to them, as of specific dates, and are solely for the benefit of those parties. The agreements may be subject to contractual limitations agreed to by the parties as well as standards of materiality that differ from those generally applicable to investors, and may reflect an allocation of risk. Various provisions may be interpreted differently by the parties, and may be waived or modified. While the agreements constitute public disclosure under the federal securities laws, when reading representations, warranties and covenants in those agreements, investors should consider the foregoing, as well as information provided by us in this filing and in our other filings, and should not rely solely upon such agreements as characterizations of an actual state of facts.
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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: November 6, 2009 |
/S/ LANCE CORNELL | |||
Lance Cornell | ||||
Chief Financial Officer (Principal Financial Officer) |
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