Attached files
| file | filename |
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| EX-31.2 - American CareSource Holdings, Inc. | e608636_ex31-2.htm |
| EX-31.1 - American CareSource Holdings, Inc. | e608636_ex31-1.htm |
| EX-10.21 - American CareSource Holdings, Inc. | e608636_ex10-21.htm |
| EX-10.19 - American CareSource Holdings, Inc. | e608636_ex10-19.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-33094
AMERICAN CARESOURCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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20-0428568
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or organization)
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identification no.)
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5429 LYNDON B. JOHNSON FREEWAY
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SUITE 850
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DALLAS, TEXAS
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75240
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(Address of principal executive offices)
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(Zip code)
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(972) 308-6830
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on 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 o No o
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 accelerated filer”,” large accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Non-accelerated filer o
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Accelerated filer o (do not check if a smaller reporting company)
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Smaller Reporting Company x
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Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The number of shares of common stock of registrant outstanding on November 8, 2010 was 16,922,042.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-Q (“Amendment”) amends the Quarterly Report on Form 10-Q of American Caresource Holdings, Inc. (the “Company”) for the quarter ended September 30, 2010, which was originally filed on November 12, 2010 (the “Original 10-Q”). The Company is filing this Amendment solely for the purpose of refiling Exhibits 10.19 and 10.21 in response to comments received from the staff of the Securities and Exchange Commission (“SEC”) on a request for confidential treatment relating to those exhibits. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, in connection with this Amendment, the Company’s principal executive officer and principal financial officer are providing Rule 13a-14(a) certifications.
Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Original 10-Q, and such disclosure in, or exhibits to, the Original 10-Q remain unchanged and speak as of the date of the Original 10-Q. In particular, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original 10-Q. Accordingly, this Amendment should be read in conjunction with the Original 10-Q and the Company’s other filings with the SEC. This Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index below, the signature page, Exhibits 10.19 and 10.21 and the certifications required to be filed as exhibits to this Amendment.
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ITEM 6. Exhibits
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Exhibit 10.19 *
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Provider Services Agreement, dated as of August 1, 2002, by and among the Company, HealthSmart Holdings, Inc. and HealthSmart Preferred Care II, L.P, and Amendment No. 1, 2, 3 and 4 thereto, dated September 1, 2005, January 1, 2007, July 31, 2007, and December 20, 2008, respectively.
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Exhibit 10.21 *
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Ancillary Care Services Network Access Agreement, dated as of July 2, 2007, by and between the Company and Texas True Choice, Inc. and its subsidiaries, and Amendment thereto, dated December 31, 2009.
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Exhibit 31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Exhibit 31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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* Certain confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
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.
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AMERICAN CARESOURCE HOLDINGS, INC.
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By:
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/s/ David S. Boone
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David S. Boone
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Chief Executive Officer (Principal Executive Officer)
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By:
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/s/ Matthew D. Thompson
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Matthew D. Thompson
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Date:
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July 8, 2011
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