Document
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 19, 2016
athenahealth, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-33689 | | 04-3387530 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 311 Arsenal Street, Watertown, MA | | 02472 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: 617-402-1000
________________________________________________________________________________
(Former name or former address, if changed since last report.)
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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)) |
Explanatory Note
On July 21, 2016, athenahealth, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2016 ("Q2 2016") and filed a Current Report on Form 8-K (the "Original Report") in connection therewith. The press release included, among other things, a presentation of the Company's Q2 2016 and Year-to-Date 2016 Financial Results. On the second page of the press release, the Company inadvertently described "GAAP Net Income" as "GAAP Net Loss" for the quarter ended June 30, 2015. The sole purpose of this Amendment No. 1 to the Current Report on Form 8-K/A is to amend Items 2.02 and 9.01 of the Report to include a corrected earnings release incorporating the foregoing revision. Except as specifically stated in this Explanatory Note, the Original Report remains unchanged.
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Item 2.02 | Results of Operations and Financial Condition. |
On July 21, 2016, athenahealth, Inc. (the "Company") issued a press release regarding its financial and operational results for the quarter ended June 30, 2016. The Company also posted prepared remarks with respect to its second quarter results on the Investors section of its website at www.athenahealth.com. Copies of the corrected press release and prepared remarks are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2016, Ed Park, the Company's Executive Vice President and Chief Operating Officer, informed the Company of his intention to step down from his position at the end of 2016.
Item 7.01 Regulation FD.
On June 21, 2016, the Company issued a press release announcing Mr. Park's transition from his current role to the board of directors following his expected election at the end of 2016. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K pursuant to Item 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
99.1 | | Corrected press release issued by athenahealth, Inc. on July 21, 2016, furnished herewith. |
99.2 | | Prepared remarks dated as of July 21, 2016, furnished herewith. |
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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| | athenahealth, Inc. |
| | (Registrant)
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July 22, 2016 | | /s/ DANIEL HALEY |
| | Daniel Haley |
| | Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Corrected press release issued by athenahealth, Inc. on July 21, 2016, furnished herewith. |
99.2 | | Prepared remarks dated as of July 21, 2016, furnished herewith. |