UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 7, 2005
ORION HEALTHCORP, INC.
(formerly SurgiCare, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1805 Old Alabama Road, Suite 350
Roswell, GA 30076
(Address of Principal Executive Offices) (Zip Code)
(678) 832-1800
(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):
|_| 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))
Section 1 Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 7, 2005, InPhySys, Inc. (f/k/a IntegriMED, Inc.)
("IntegriMED" or the "Seller"), a wholly-owned subsidiary of
Orion HealthCorp, Inc. via its Integrated Physician Solutions,
Inc. ("IPS") subsidiary, executed an Asset Purchase Agreement
(the "Agreement") with eClinicalWeb, LLC (the "Buyer") to sell
substantially all of the assets of IntegriMED. The Agreement was
deemed to be effective as of midnight on June 6, 2005.
The property sold by the Seller to the Buyer (hereinafter
collectively referred to as the "Acquired Assets") includes the
machinery, equipment, supplies, materials, computers, software,
software licenses, and other personal property owned by the
Seller and used exclusively in the operation of IntegriMED's
business, the Seller's goodwill and all of the business conducted
under the name "IntegriMED" and "InPhySys," sales and customer
lists, account lists, records, manuals, and telephone numbers
used exclusively in the operation of IntegriMED's business, and
all of the Seller's rights and interests in all contracts, open
customer purchase orders, quotations or similar agreements to the
extent entered into by the Seller or assigned to the Seller.
Additionally, the Buyer agreed to assume and to thereafter
perform and pay when due all liabilities related to the Acquired
Assets but only to the extent such liabilities arise from and
after the Closing Date (as defined below). The Buyer also agreed
to sublease certain space from IPS that was occupied by employees
of Seller as of the Closing Date.
As consideration for the purchase of the Acquired Assets, the
Buyer issued to the Seller the following: (i) a two percent (2%)
ownership interest in the Buyer (the "Ownership Interest"); and
(ii) $69,033.90, for the payoff of certain leases and purchase of
certain software, via wire transfer at the closing of the
transfer and delivery of all documents and instruments necessary
to consummate the transactions contemplated by the Agreement (the
"Closing" or the "Closing Date"), which occurred concurrently
with the execution of the Agreement. In addition to the
consideration list above, the Seller retained the following
assets related to IntegriMED's business: (i) all cash and cash
equivalents relating to IntegriMED's business as of the Closing;
(ii) all accounts receivable relating to IntegriMED's business as
of the Closing; and (iii) other assets of IntegriMED not used
exclusively in IntegriMED's business.
A copy of the Agreement is attached hereto as Exhibit 2.1.
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
The information required by this item is included in Item 1.01
and is incorporated herein by reference.
Section 8 Other Events
Item 8.01 Other Events
On June 13, 2005, the Company issued a press release announcing
that it has successfully completed the previously-announced sale
of its IntegriMED subsidiary and that the Company has also
accepted an offer to purchase its interests in the ambulatory
surgery center and MRI facilities in Dover, Ohio. A copy of the
press release is attached herein as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
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2.1 Asset Purchase Agreement, dated as of June 6, 2005, by and among
InPhySys, Inc. (f/k/a IntegriMED, Inc.) and eClinicalWeb, LLC
99.1 Copy of press release issued by the Company on June 13, 2005.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORION HEALTHCORP, INC.
By: /s/ Stephen H. Murdock
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Stephen H. Murdock
Chief Financial Officer
Date: June 13, 2005
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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2.1 Asset Purchase Agreement, dated as of June 6, 2005, by and among
InPhySys, Inc. (f/k/a IntegriMED, Inc.) and eClinicalWeb, LLC
99.1 Copy of press release issued by the Company on June 13, 2005.