Attached files
| file | filename |
|---|---|
| EX-31.1 - 302 CERTIFICATION OF CEO - Option Care Health, Inc. | ceo302cert.htm |
| EX-31.2 - 302 CERTIFICATION OF CFO - Option Care Health, Inc. | cfo302cert.htm |
| EX-10.1 - PRIME VENDOR AGREEMENT WITH AMERISOURCEBERGEN DRUG CORPORATION DATED JULY 1, 2009 - Option Care Health, Inc. | abdcagreement.htm |
United
States
|
|
Securities
and Exchange Commission
|
|
|
Washington,
D.C. 20549
|
________________
Form
10-Q/A
________________
(Mark
One)
|
R
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
|
|
For
the quarterly period ended September 30, 2009
|
|
|
OR
|
|
|
£
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the transition period from
________ to _______
|
Commission
file number: 0-28740
________________
BioScrip,
Inc.
(Exact
name of registrant as specified in its charter)
________________
|
Delaware
|
05-0489664
|
|
(State
or Other Jurisdiction
|
(I.R.S.
Employer Identification No.)
|
|
of
Incorporation or Organization)
|
|
|
100
Clearbrook Road, Elmsford, NY
|
10523
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(914)
460-1600
(Registrant’s
telephone number, including area code)
________________
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes R No
£
Indicate
by check mark whether the registrant has submitted electronically and posted to
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes £ No £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer: £
|
Accelerated
filer: R
|
Non-accelerated
filer: £
|
Smaller
reporting company: £
|
|
(Do
not check if a smaller reporting
company)
|
|||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £ No R
On
October 30, 2009, there were 39,316,399 outstanding shares of the registrant’s
common stock, $.0001 par value per share.
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 (the “Amendment”) on Form 10-Q/A to our Quarterly
Report on Form 10-Q for the three month period ended September 30, 2009 (the
“Original Form 10-Q”), which was filed with the Securities Exchange Commission
on November 2, 2009. This Amendment is being filed to replace the Prime Vendor
Agreement (the “Agreement”) dated as of July 1, 2009 between AmerisourceBergen
Drug Corporation and BioScrip, Inc. (the “Company”) that was attached as Exhibit
10.1 to the Original Form 10-Q with the version of the Agreement attached to
this Amendment as Exhibit 10.1. The attached version of the Agreement has been
revised to disclose additional information previously omitted in accordance with
a request for confidential treatment submitted to the Securities and Exchange
Commission. Certain portions of the Agreement remain omitted in accordance with
a request for confidential treatment that the Company has submitted to the
Securities and Exchange Commission.
Except as described above, no other
amendments have been made to the Original 10-Q. All other Items of the Original
10-Q are unaffected by this Amendment. This Amendment does not reflect events
occurring after November 2, 2009 or modify or update the disclosure contained in
the Original 10-Q in any way other than as required to reflect the revisions
discussed above.
Item
6. Exhibits
(a) Exhibits.
|
Exhibit
3.1
|
Second
Amended and Restated Certificate of Incorporation of BioScrip, Inc.
(Incorporated by reference to Exhibit 3.2 to the Company’s Registration
Statement on Form S-4 (File No. 333-119098), as amended, which became
effective on January 26, 2005)
|
|
Exhibit
3.2
|
Amended
and Restated By-Laws of BioScrip, Inc. (Incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC
on July 30, 2009, accession No. 0001014739-09-000029)
|
|
Prime
Vendor Agreement dated as of July 1, 2009 between AmerisourceBergen Drug
Corporation and the Company*
|
|
|
Certification
of Richard H. Friedman pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification
of Stanley G. Rosenbaum pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Exhibit
32.1
|
Certification
of Richard H. Friedman pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
|
|
Exhibit
32.2
|
Certification
of Stanley G. Rosenbaum pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
|
*The
Registrant has requested confidential treatment with respect to certain
information contained in this exhibit. In the event that the
Commission should deny such request in whole or in part, the Company shall file
the exhibit by amendment to this Quarterly Report on Form 10-Q (which shall
include those portions of the exhibit not deemed Confidential by the
Commission).
† Previously
filed.
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, thereunto
duly authorized.
BIOSCRIP, INC.
|
Date:
December 2, 2009
|
/s/ Stanley G. Rosenbaum
|
|
Stanley
G. Rosenbaum, Chief Financial Officer,
|
|
|
Treasurer
and Principal Accounting Officer
|
3