Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - ALMOST FAMILY INC | a16-22406_5ex99d2.htm |
EX-99.1 - EX-99.1 - ALMOST FAMILY INC | a16-22406_5ex99d1.htm |
EX-5.1 - EX-5.1 - ALMOST FAMILY INC | a16-22406_5ex5d1.htm |
EX-1.1 - EX-1.1 - ALMOST FAMILY INC | a16-22406_5ex1d1.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): January 19, 2017
ALMOST FAMILY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-09848 |
|
06-1153720 |
(State or other jurisdiction |
|
(Commission File No.) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
9510 Ormsby Station Road, Suite 300, Louisville, KY 40223
(Address of principal executive offices) (Zip code)
(502) 891-1000
(Registrants 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:
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 1.01 Entry into a Material Definitive Agreement.
On January 19, 2017, Almost Family, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named on Schedule I thereto (the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters a total of 3,000,000 shares of the Companys common stock, par value $0.10 per share (the Common Stock), plus an option to purchase up to 450,000 additional shares of Common Stock, in a registered public offering pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-204584) (the Registration Statement). For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.
Item 8.01. Other Events.
On January 19, 2017, the Company issued a press release announcing that it had priced its public offering of 3,000,000 shares of Common Stock plus an option to purchase up to 450,000 additional shares of Common Stock. On January 20, 2017, the Company issued a press release announcing that the Underwriters had exercised their option to purchase 450,000 additional shares of Common Stock. Copies of the foregoing press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
|
Description |
|
|
|
1.1 |
|
Underwriting Agreement relating to the Common Stock, dated January 19, 2017, between Almost Family, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters |
|
|
|
5.1 |
|
Opinion of Frost Brown Todd LLC relating to the Companys Common Stock (including the consent required with respect thereto) |
|
|
|
99.1 |
|
Press Release dated January 19, 2017 |
|
|
|
99.2 |
|
Press Release dated January 20, 2017 |
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.
|
ALMOST FAMILY, INC. | ||
|
| ||
Date: January 24, 2017 |
By: |
/s/ C. Steven Guenthner | |
|
|
C. Steven Guenthner | |
|
|
President & Principal Financial Officer | |
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
1.1 |
|
Underwriting Agreement relating to the Common Stock, dated January 19, 2017, between Almost Family, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters |
|
|
|
5.1 |
|
Opinion of Frost Brown Todd LLC relating to the Companys Common Stock (including the consent required with respect thereto) |
|
|
|
99.1 |
|
Press Release dated January 19, 2017 |
|
|
|
99.2 |
|
Press Release dated January 20, 2017 |