Current Report Filing (8-k)
September 10 2020 - 8:07AM
Edgar (US Regulatory)
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2020-09-10
2020-09-10
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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
Date of Report (Date of Earliest Event Reported):
September 10, 2020
Hanger, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-10670
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84-0904275
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices
(zip code))
(512) 777-3800
(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 (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 240.13d-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol (s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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HNGR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On September 10, 2020, Hanger, Inc.
(the “Company”) filed a Shelf Registration Statement on Form S-3 (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) to register securities for future issuance as part of a shelf
registration.
The Company has filed the Registration Statement
to provide flexibility in the future when accessing public capital markets. The Registration Statement will enable the Company
to issue securities up to a proposed aggregate offering price of $250 million. The offerings under this Registration Statement
may occur in one or more offerings in amounts, at prices, and on terms that will be determined at the time of the offering. The
filing of the Registration Statement does not require the Company to raise additional capital, nor does it mean the Company has
an immediate intention to raise additional capital. The Company will file a prospectus supplement to the Registration Statement
each time that the Company is offering securities, which will contain information specific to the securities being offered. Unless
otherwise indicated in a prospectus supplement, the Company intends to use the net proceeds from any offering that may occur pursuant
to the Registration Statement for working capital and other general corporate purposes, which may include the repayment or refinancing
of outstanding indebtedness, acquisitions, working capital, capital expenditures and investments. At present time, the Company
has no immediate plans to issue securities under the Registration Statement.
The Registration Statement filed with the
SEC has not yet become effective. No securities may be sold, nor offers may be accepted, prior to the time the Registration Statement
becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to
buy securities, nor shall there be any sale of securities in any jurisdiction in which an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer of securities subject
to the Registration Statement will be solely by means of the prospectus included in the Registration Statement and one or more
prospectus supplements that will be issued at the time of the offering.
This Current Report on Form 8-K contains
statements that are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include
information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business
strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,”
“anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,”
“may,” “would,” “should,” “could,” “forecasts” or similar words. These
statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions
of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances.
We believe these assumptions are reasonable, but you should understand that these statements are not guarantees of performance
or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety
of important factors, both positive and negative, that may be revised or supplemented in subsequent releases or reports. These
statements involve risks, estimates, assumptions, and uncertainties that could cause actual results to differ materially from
those expressed in these statements and elsewhere in this release. These uncertainties include, but are not limited to, the financial
and business impacts of COVID-19 on our operations and the operations of our customers, suppliers, governmental and private payers
and others in the healthcare industry and beyond; federal laws governing the health care industry; governmental policies affecting
O&P operations, including with respect to reimbursement; failure to successfully implement a new enterprise resource planning
system or other disruptions to information technology systems; the inability to successfully execute our acquisition strategy,
including integration of recently acquired O&P clinics into our existing business; changes in the demand for our O&P products
and services, including additional competition in the O&P services market; disruptions to our supply chain; our ability to
enter into and derive benefits from managed-care contracts; our ability to successfully attract and retain qualified O&P clinicians;
and other risks and uncertainties generally affecting the health care industry. For additional information and risk factors that
could affect the Company, see its Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q
for the three months ended June 30, 2020, each as filed with the Securities and Exchange Commission. The information contained
in this press release is made only as of the date hereof, even if subsequently made available by the Company on its website or
otherwise.
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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HANGER, INC.
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By:
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/s/
Thomas E. Hartman
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Thomas
E. Hartman
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Senior
Vice President and General Counsel
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Dated:
September 10, 2020
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