Attached files
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EX-99.1 - EXHIBIT 99.1 - CHINDEX INTERNATIONAL INC | e61059731ex99_1.htm |
EX-10.3 - EXHIBIT 10.3 - CHINDEX INTERNATIONAL INC | e61059731ex10_3.htm |
EX-10.1 - EXHIBIT 10.1 - CHINDEX INTERNATIONAL INC | e61059731ex10_1.htm |
EX-10.2 - EXHIBIT 10.2 - CHINDEX INTERNATIONAL INC | e61059731ex10_2.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):
June 14,
2010
CHINDEX
INTERNATIONAL, INC.
|
(Exact
Name of Registrant as Specified in
Charter)
|
DELAWARE
|
0-24624
|
13-3097642
|
||
(State
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
4340
EAST WEST HIGHWAY, SUITE 1100
BETHESDA,
MARYLAND
|
20814
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (301) 215−7777
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.
As of
June 14, 2010, the Company entered into a stock purchase agreement (the “Stock Purchase
Agreement”) with Fosun Industrial Co., Limited (the “Investor”), and
Shanghai Fosun Pharmaceutical (Group) Co., Ltd (the “Warrantor”). Pursuant
to the Stock Purchase Agreement, the Company has agreed to issue and sell to
Investor up to 1,990,447 shares of the Company’s common stock (representing
approximately 10% of all outstanding common stock after such sale, based on the
number of outstanding shares as of the date of the Stock Purchase Agreement) at
a purchase price of $15 per share, for an aggregate purchase price of
approximately $30.0 million, the net proceeds of which are expected to be used,
among other things, to continue expansion of the Company’s United Family
Healthcare network.
The sale
of the shares of common stock to Investor would be completed in two closings,
each of which would relate to approximately one-half of the shares to be
purchased and be subject to certain customary closing conditions, including that
no material adverse change shall have occurred with respect to the
Company. In addition, the second closing is subject to the
consummation of a joint venture (the “Joint Venture”)
between the parties to be comprised of the Company’s Medical Products division
and certain of Investor’s medical device businesses in China. The
initial closing is expected to occur in the second quarter of the current fiscal
year and the occurrence of the second closing will depend on, among other
things, the time required to consummate the Joint Venture. The terms
of the Joint Venture are outlined in a term sheet contained in the Stock
Purchase Agreement and remain subject to the negotiation and execution of
definitive agreements. The Joint Venture is expected to include
equity participation bonus opportunities for existing Company executives in the
event of a qualified initial public offering or certain other
events.
At the
initial closing under the Stock Purchase Agreement, the Company, Investor and
Warrantor would enter into a stockholder agreement (the “Stockholder
Agreement”). Under the Stockholder Agreement, until the first
to occur of (i) Investor holds 5% or less of the outstanding shares of common
stock, (ii) there shall have been a change of control of the Company as defined
in the Stockholder Agreement, and (iii) the seventh anniversary of the initial
closing, Investor has agreed to vote its shares in accordance with the
recommendation of the Company’s Board of Directors on any matters submitted to a
vote of the stockholders of the Company relating to the election of directors
and compensation matters and with respect to certain proxy or consent
solicitations. The Stockholder Agreement also contains standstill
restrictions on Investor generally prohibiting the purchase of additional
securities of the Company. The standstill restrictions terminate on
the same basis as does the voting agreement above, except that the 5% standard
would increase to 10% upon the second closing. In addition, the
Stockholder Agreement contains an Investor lock-up restricting sales by Investor
of its shares of the Company’s common stock for a period of up to five years
following the date of the Stockholder Agreement, subject to certain
exceptions.
Upon the
second closing under the Stock Purchase Agreement, Investor will have the right
to, among other things, nominate two representatives for election to the
Company’s Board of Directors, which will be increased to nine members, and
pledge its shares, subject to certain conditions. In order to induce
Investor to enter into the proposed transaction and without any consideration
therefor, each of the Company’s chief executive, operating and financial
officers, in their capacities as stockholders of the Company, has agreed to
certain limitations on his or her right to dispose of shares of the Company’s
common stock and to vote for Investor’s board nominees.
The
foregoing descriptions of the Stock Purchase Agreement and Stockholder Agreement
do not purport to be complete and are qualified in their respective entireties
by reference to the Stock Purchase Agreement and Stockholder Agreement, which
are attached hereto as Exhibit 10.1 and 10.2, respectively, to this Current
Report on Form 8-K under Item 9.01(d) and incorporated herein by
reference.
2
Item
3.03. Material Modification of Rights of Security
Holders.
Prior to
the execution of the Stock Purchase Agreement, the board of directors of the
Company approved and the Company entered into Amendment No. 2 (the “Amendment”) to the
Rights Agreement, dated June 7, 2007, as amended by Amendment No. 1 to Rights
Agreement, dated November 4, 2007, by and
between the Company and American Stock Transfer & Trust Company, as rights
agent (the “Rights
Agreement”). The Amendment, among other things, renders the
Rights Agreement inapplicable to the Stock Purchase Agreement and the
transactions contemplated thereby. The Amendment has been filed as
exhibit 10.3 to this Current Report on Form 8-K under Item 9.01(d).
Item
8.01. Other Events.
The press
release issued by the Company on June 14, 2010 announcing a stock sale and
agreement to form a joint venture is furnished as Exhibit 99.1 to this Current
Report and is incorporated herein by reference. The information
contained in this Item 8.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be
“filed” for the purposes of Section 18 of the Exchange Act or otherwise subject
to liabilities of that Section, nor shall it be deemed to be incorporated by
reference into any registration statement or other document filed pursuant to
the Securities Act.
Forward- Looking Statements
Certain statements in this report may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. In
addition, we or our representatives have made or continue to make
forward-looking statements, orally or in writing, in other contexts. These
forward-looking statements generally can be identified by the use of terminology
such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,”
“foresee,” “believe” or “continue” and similar expressions, or as other
statements that do not relate solely to historical facts. These statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict or quantify. Management believes these
statements to be reasonable when made. However, actual outcomes and results may
differ materially from what is expressed or forecasted in these forward-looking
statements. As a result, these statements speak only as of the date hereof. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In view of such uncertainties, investors should not place undue reliance on our
forward-looking statements. Such forward-looking statements involve known and
unknown risks, including, but not limited to, those identified in “Risk Factors”
in the Company’s filings with the SEC, to which we refer you. These risks also
include without limitation that there can be no assurance that the Company will
consummate the transactions described above on the projected timetable or at all
nor that specific terms thereof will be effectively enforceable, and that
completion of the Joint Venture will depend on the negotiation of numerous
business terms not reflected in the current term sheet or only reflected in
general terms, including the respective operations to be contributed by the
parties, which terms may vary as a result of, among other things, negotiations,
due diligence, operational developments of the businesses to be contributed and
the industries thereof, valuation considerations and external
factors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
|
Description
|
10.1
|
Securities
Purchase Agreement
|
10.2
|
Stockholder
Agreement
|
10.3
|
Amendment
No. 2 to Rights Agreement
|
99.1
|
Press
Release Issued June 14, 2010
|
3
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.
Date: June
14, 2010
CHINDEX
INTERNATIONAL, INC.
|
|||
By:
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/s/ Robert C. Low
|
||
Name:
|
Robert
C. Low
|
||
Title:
|
Vice
President of Finance, Chief Accounting Officer and Corporate
Controller
|
4
INDEX TO
EXHIBITS
Exhibit
|
Description |
10.1
|
Securities
Purchase Agreement
|
10.2
|
Stockholder
Agreement
|
10.3
|
Amendment
No. 2 to Rights Agreement
|
99.1
|
Press
Release Issued June 14, 2010
|
5