Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) July 5, 2017
Cross Country Healthcare, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-33169
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13-4066229
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(State
or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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5201 Congress Avenue, Suite 100B, Boca Raton, FL 33487
(Address
of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s
telephone number, including area code)
(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:
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2). Emerging growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition
period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Introductory Note
This
Amendment 1 is being filed to furnish financial statements and pro
forma financial information as required by Article 3-05 and Article
11 of Regulation S-X in connection with the transaction described
in Item 2 of this Current Report on Form 8-K, originally filed on
July 6, 2017.
Item 9.01 Financial Statements and
Exhibits.
(a)
Financial statements of businesses acquired.
The
unaudited condensed consolidated balance sheet of Advantage RN, LLC
and subsidiaries as of June 30, 2017, and the related condensed
consolidated statements of operations and cash flows for the six
months ended June 30, 2017 and the six months ended June 30, 2016,
and the notes to the condensed consolidated financial statements
are filed as Exhibit 99.1 to this Amendment and are incorporated
herein by reference.
The
audited consolidated balance sheets of Advantage RN, LLC and
subsidiaries as of December 31, 2016 and December 31, 2015 and the
related consolidated statements of operations, changes in members'
equity and cash flows for the years ended December 31, 2016 and
December 31, 2015, and the notes to the consolidated financial
statements are filed as Exhibit 99.2 to this Amendment and are
incorporated herein by reference.
The
audited consolidated balance sheets of Advantage RN, LLC and
subsidiaries as of December 31, 2015 and December 31, 2014 and the
related consolidated statements of operations, changes in members'
equity and cash flows for the years ended December 31, 2015 and
December 31, 2014, and the notes to the consolidated financial
statements are filed as Exhibit 99.3 to this Amendment and are
incorporated herein by reference.
(b) Pro
forma financial information.
The
unaudited pro forma condensed combined statements of operations for
the six months ended June 30, 2017 and for the year ended December
31, 2016, and the notes to the unaudited pro forma condensed
combined financial statements are filed as Exhibit 99.4 to this
Amendment and are incorporated herein by reference.
(d)
Exhibits
Exhibit
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Description
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Consent of Hammerman, Graf, Hughes & Company, Inc., Independent
Auditors
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Unaudited
condensed consolidated balance sheet of Advantage RN, LLC and
subsidiaries as of June 30, 2017, and the related condensed
consolidated statements of operations and cash flows for the six
months ended June 30, 2017 and the six months ended June 30, 2016,
and the notes to the condensed consolidated financial
statements
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Audited
consolidated balance sheets of Advantage RN, LLC and subsidiaries
as of December 31, 2016 and December 31, 2015 and the related
consolidated statements of operations, changes in members' equity
and cash flows for the years ended December 31, 2016 and December
31, 2015, and the notes to the consolidated financial
statements
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Audited consolidated balance sheets of Advantage RN, LLC and
subsidiaries as of December 31, 2015 and December 31, 2014 and the
related consolidated statements of operations, changes in members'
equity and cash flows for the years ended December 31, 2015 and
December 31, 2014, and the notes to the consolidated financial
statements
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The unaudited pro forma condensed combined statements of operations
for the six months ended June 30, 2017 and for the year ended
December 31, 2016, and the notes to the unaudited pro forma
condensed combined financial statements
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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.
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CROSS COUNTRY HEALTHCARE, INC.
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Date: September 15,
2017
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By:
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/s/ William J. Burns
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Name: William J. Burns
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Title: Chief Financial Officer
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