UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 12, 2005
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-24699
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62-1742957 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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200 Talcott Avenue South
Watertown, Massachusetts
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02472 |
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(Zip Code) |
(617) 673-8000
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 12, 2005 Bright Horizons Family Solutions, Inc. (“Bright Horizons”) completed its
acquisition of ChildrenFirst Inc. (“ChildrenFirst”), a privately held operator of 33
employer-sponsored back-up child care centers in the U.S. and Canada, by merging a wholly owned
subsidiary of Bright Horizons with and into ChildrenFirst resulting in ChildrenFirst becoming a
wholly-owned subsidiary of Bright Horizons (the “Merger”).
The Merger consideration paid by Bright Horizons to the securityholders of ChildrenFirst totaled
$57.6 million in cash, which is subject to the terms of the Merger Agreement. The acquisition was
funded with cash on hand.
The terms of the Merger are more fully described in the Merger Agreement which is defined below.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Not required.
(b) Pro forma financial information.
Not required.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
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2.1
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Agreement and Plan of Merger (the “Merger Agreement”) by and among Bright
Horizons, BFAM Mergersub, Inc. (the “Transitory Subsidiary”), and ChildrenFirst dated
as of June 27, 2005 (incorporated by reference to
Exhibit 2.1 of
Form 10-Q filed by
Bright Horizons Family Solutions, Inc. on August 9, 2005). |
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99.1
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Press Release dated September 13, 2005. |
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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BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
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By: |
/s/ Elizabeth J. Boland
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Elizabeth J. Boland |
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Chief Financial Officer |
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Date: September 16, 2005