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): MAY 1, 2009
Commission
File Number: 0-24260
AMEDISYS,
INC.
(Exact
Name of Registrant as specified in its Charter)
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Delaware
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11-3131700
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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5959
S. Sherwood Forest Blvd., Baton Rouge, LA 70816
(Address
of principal executive offices, including zip code)
(225)
292-2031 or (800) 467-2662
(Registrant’s
telephone number, including area code)
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Information
to be included in the report
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
In
May 2009, representatives of Amedisys, Inc. (the “Company”) began making
presentations at investor conferences using slides containing the information
attached to this Current Report on Form 8-K as Exhibit 99.1. The Company expects
to use these slides, in whole or in part, and possibly with modifications, in
connection with presentations to investors, analysts and others during
2009.
By
filing this report on Form 8-K and furnishing this information, the Company
makes no admission as to the materiality of any information in this report that
is required to be disclosed solely by reason of Regulation FD.
The
investor presentation slides include financial information not prepared in
accordance with generally accepted accounting principles (“Non-GAAP Financial
Measures”).
A
reconciliation of the Non-GAAP Financial Measures included in the slides to
financial information prepared in accordance with generally accepted accounting
principles (“GAAP”), as required by Regulation G, appears as Exhibit 99.2 to
this Current Report on Form 8-K
The
Company is providing disclosure of the reconciliation of reported Non-GAAP
Financial Measures used in the investor presentation slides, among other places,
to its comparable financial measures on a GAAP basis. The Company believes that
the Non-GAAP Financial Measures provide investors the ability to evaluate
financial performance in a way that is comparable to measures reported by other
home nursing companies.
The
information contained in the slides is summary information that is intended to
be considered in the context of the Company’s Securities and Exchange Commission
(“SEC”) filings and other public announcements that it may make, by press
release or otherwise, from time to time. The Company undertakes no duty or
obligation to publicly update or revise the information contained in this
report, although it may do so from time to time as its management believes is
warranted. Any such updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other public
disclosure.
In
accordance with General Instruction B.2 of this Current Report on Form 8-K, the
information presented herein shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the Securities Exchange
Act of 1933, as amended, except as previously set forth by specific reference in
such a filing.
Use
of our Website to Distribute Material Company Information
Our
company website address is www.amedisys.com, which we use as a channel of
distribution for important company information. Important information, including
press releases, analyst presentations and financial, clinical, compliance and
other information regarding our company is routinely posted on and accessible on
the “Investor Relations” subpage of our website, which is accessible by clicking
on the tab labeled “Investors” on our website home page. We also use our website
to expedite public access to time-critical information regarding our company in
advance of or in lieu of distributing a press release or a filing with the SEC
disclosing the same information. Therefore, investors should look to the
“Investor Relations” subpage of our web site for important and time-critical
information. Visitors to our website can also register to receive automatic
e-mail and other notifications alerting them when new information is made
available on the “Investor Relations” subpage of our website.
Certain
Forward-Looking Statements
When
included in this press release, words like “believes,” “belief,” “expects,”
“plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,”
“would,” “should” and similar expressions are intended to identify
forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve a variety of risks
and uncertainties that could cause actual results to differ materially from
those described therein. These risks and uncertainties include, but are not
limited to the following: changes in Medicare and other medical payment levels,
our ability to open agencies, acquire additional agencies and integrate and
operate these agencies effectively, changes in or our failure to comply with
existing Federal and State laws or regulations or the inability to comply with
new government regulations on a timely basis, competition in the home health
industry, changes in the case mix of patients and payment methodologies, changes
in estimates and judgments associated with critical accounting policies, our
ability to maintain or establish new patient referral sources, our ability to
attract and retain qualified personnel, changes in payments and covered services
due to the economic downturn and deficit spending by Federal and state
governments, future cost containment initiatives undertaken by third-party
payors, our access to financing due to the volatility and disruption of the
capital and credit markets, our ability to meet debt service requirements and
comply with covenants in debt agreements, business disruptions due to natural
disasters or acts of terrorism, our ability to integrate, manage our information
systems and various other matters, many of which are beyond our
control.
Because
forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified, you should not rely on any
forward-looking statement as a prediction of future events. We expressly
disclaim any obligation or undertaking and we do not intend to release publicly
any updates or changes in our expectations concerning the forward-looking
statements or any changes in events, conditions or circumstances upon which any
forward-looking statements included in this Current Report on Form
8-K may be based, except as required by law.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Investor
Relations Slide Show in use beginning May 2009
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99.2
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Reconciliations
of Non-GAAP Financial Measures to GAAP Financial Measures
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2
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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Amedisys,
Inc.
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(Registrant)
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Date:
May 1, 2009
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By:
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/s/
Dale E. Redman
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Dale
E. Redman
Chief
Financial Officer and Duly Authorized
Officer
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3
Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Investor
Relations Slide Show in use beginning May 2009
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99.2
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Reconciliations
of Non-GAAP Financial Measures to GAAP Financial Measures
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4