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): July 31, 2013
InfuSystem Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35020 | 20-3341405 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
31700 Research Park Drive
Madison Heights, Michigan 48071
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 291-1210
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 (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)) |
| Item 8.01 | Other Events |
On July 31, 2013, the Board of Directors (the “Board”) of InfuSystem Holdings, Inc. (the “Company”), issued an open letter to all shareholders (the “Board Letter”) noting its Special Committee had decided that it is in the best interest of all shareholders to terminate the consideration of a potential sale of the Company, and the Board unanimously consented to the disbanding of the Special Committee.
The foregoing description of the Board Letter is only a summary, does not purport to be complete, and is qualified in its entirety by the terms of such letter, which are attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | InfuSystem Holdings, Inc. Board of Directors Open Letter to All Shareholders, dated July 31, 2013 |
Signature
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.
| INFUSYSTEM HOLDINGS, INC. | ||
| By: | /s/ Jonathan P. Foster | |
| Name: Jonathan P. Foster | ||
| Title: Chief Financial Officer | ||
Dated: July 31, 2013
EXHIBIT INDEX
| Exhibit 99.1 | InfuSystem Holdings, Inc. Board of Directors Open Letter to All Shareholders, dated July 31, 2013 |