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EX-99.1 - EXHIBIT 99.1 - SYMBION INC/TNa6743548_ex991.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):  May 31, 2011


SYMBION, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-50574

62-1625480

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee  37215

(Address of principal executive offices) (Zip Code)


(615) 234-5900
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(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 (See General Instruction A.2. below):


        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 8.01.

Other Events

On May 31, 2011, Symbion, Inc. issued a press release announcing a private offering of an aggregate principal amount of $350 million of senior secured notes due 2016 (the “Notes”).  A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The Notes have not been registered under the Securities Act of 1933, as amended. The Notes may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. This announcement does not constitute an offer to sell or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or sale would be unlawful.


Item 9.01.

Financial Statements and Exhibits.

(d)   Exhibits
 

99.1           Press Release dated May 31, 2011

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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.


Date: May 31, 2011

SYMBION, INC.

 
 
 
  By:   /s/ Teresa F. Sparks
  Teresa F. Sparks
Chief Financial Officer

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Exhibit Index


Exhibit
Number Description
 
99.1 Press Release dated May 31, 2011