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): March 11, 2009
Commission
File Number: 0-24260
Amedisys,
Inc.
(Exact
Name of Registrant as specified in 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
1
Section 7
— Regulation FD
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Item 7.01.
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Regulation
FD Disclosure
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On March
11, 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. We use our website as a channel of distribution for
important company information. Important information, including press releases,
analyst presentations and financial information regarding the 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 will also use our website to expedite public access to
time-critical information regarding the Company in advance of or in lieu of
distributing a press release or a filing with the SEC disclosing the same
information. In addition, we make available on the Investor Relations subpage of
our website (under the link “SEC filings”) free of charge our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
ownership reports on Forms 3, 4 and 5 and any amendments to those reports as
soon as practicable after we electronically file such reports with the SEC.
Further, copies of our Certificate of Incorporation and Bylaws, our Code of
Ethical Business Conduct and the charters for the Audit, Compensation and
Nominating and Governance Committees of our Board are also available on the
Investor Relations subpage of our website (under the link “Corporate
Governance”).
Certain Forward-Looking
Statements
When
included in this Current Report on Form 8-K, words like “believes,” “belief,”
“expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,”
“might,” “would” 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 projected therein. These risks and uncertainties include, but are not
limited to: general economic and business conditions, changes in or failure to
comply with existing regulations or the inability to comply with new government
regulations on a timely basis, changes in Medicare and other medical
reimbursement levels, our ability to complete acquisitions announced from time
to time, and any financing related thereto, our ability to meet debt service
requirements, our ability to comply with covenants in debt agreements, adverse
changes in federal and state laws relating to the health care industry,
demographic changes, availability and terms of capital, our ability to attract
and retain qualified personnel, ongoing development and success of new
start-ups, our ability to successfully integrate newly acquired agencies, our
ability to effectively integrate, manage, keep secure and expand our information
systems, changes in estimates and judgments associated with critical accounting
policies, business disruption due to natural disasters or acts of terrorism, 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 included in this Current Report on Form 8-K or any changes in events,
conditions or circumstances upon which any forward-looking statement may be
based.
Section 9
— Financial Statements and Exhibits
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Item 9.01.
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Financial
Statements and Exhibits
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(a)
Financial Statements of Business Acquired.
Not
applicable
(b) Pro
Forma Financial Information.
Not
applicable
(c) Shell
Company Transactions.
Not
applicable
(d)
Exhibits.
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99.1
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Investor
Relations Slide Show in use beginning March 11, 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
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.
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Amedisys,
Inc.
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Date:
March 11, 2009
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By:
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/s/
Dale E. Redman
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Dale
E. Redman
Chief
Financial Officer
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3
Exhibit
Index