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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): November 29, 2007
ORION HEALTHCORP, 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:
|_| 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))
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Item 3.01 Notice of Delisting.
(d) Orion HealthCorp, Inc. (the "Company") held a special
meeting of stockholders on November 29, 2007. A proposal to
amend the Company's certificate of incorporation to provide
for a 1-for-2,500 reverse stock split of the Company's Class
A Common Stock, immediately followed by a 2,500-for-1
forward stock split of the Company's Class A Common Stock
was approved by holders of 90.4% of the Company's Class A
Common Stock (including Class A and Class D Common Stock)
entitled to vote at the special meeting. Specifically, a
total of 117,695,872 shares were voted in favor of the
proposal, 18,791 shares were voted against the proposal, and
5,110 shares abstained from voting on the proposal.
Following the approval at the special meeting, the Company
filed an application with the Securities and Exchange
Commission on Form 25 to voluntarily delist the Company's
Class A Common Stock from the American Stock Exchange
("AMEX"). The delisting will become effective on December 9,
2007.
Additionally, on November 29, 2007, the Company issued a press
release regarding the aforementioned special meeting and
delisting from AMEX. The press release is attached as Exhibit
99.1 to this current report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
99.1 Copy of press release issued by the Company on November 29, 2007.
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/ Terrence L. Bauer
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Terrence L. Bauer
Chief Executive Officer
Date: November 29, 2007
EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
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99.1 Copy of press release issued by the Company on November 29, 2007.
4