Attached files

file filename
EX-99.1 - Conmed Healthcare Management, Inc.v304482_ex99-1.htm



Washington, D.C.  20549




Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):  March 2, 2012



(Exact name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


0-27554   42-1297992
(Commission File Number)   (I.R.S. Employer Identification Number)


7250 Parkway Dr.

Suite 400

Hanover, MD

(Address of principal executive offices)




(Zip Code)


(410) 567-5520

(Registrant’s 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 ( see General Instruction A.2 below):


o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17  CFR 240.14d-2(b)).


o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).



Item 2.02. Results of Operations and Financial Condition.


On March 2, 2012, Conmed Healthcare Management, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2011. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.


The information set forth in this Item 2.02 and the attached Exhibit 99.1 is furnished to, but shall not be deemed “filed” with, the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such a filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No. Description
99.1 Press release dated March 2, 2012


This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements that are not historical facts including statements which may be identified by words such as "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "projects," "potentially," or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management, and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control) including, without limitation: the Company's ability to increase revenue and to continue to obtain new contracts, contract renewals and extensions; inflation exceeding the Company’s projection of the inflation rate of cost of services under multi-year contracts; the ability to obtain bonds; decreases in occupancy levels or disturbances at detention centers; malpractice litigation; the ability to utilize third-party administrators for out-of-facility care; compliance with laws and government regulations, including those relating to healthcare; competition; investigation and auditing of our contracts by government agencies; termination of contracts due to lack of government appropriations; material adverse changes in economic and industry conditions in the healthcare market; negative publicity regarding the provision of correctional healthcare services; dependence on key personnel and the ability to hire skilled personnel; influences of certain stockholders; increases in healthcare costs; insurance; public company obligations; limited liability of directors and officers; the Company’s ability to meet the NYSE Amex continued listing standards; and stock price volatility. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2011. Investors and security holders are urged to read these documents free of charge on the SEC's web site at The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.






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: March 2, 2012 By:   /s/ Thomas W. Fry
  Name:  Thomas W. Fry

Title:  Senior Vice President, Chief Financial Officer and Secretary