- Current report filing (8-K)
October 09 2009 - 2:53PM
Edgar (US Regulatory)
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): October 9, 2009
REHABCARE
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19294
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51-0265872
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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7733
Forsyth Boulevard
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Suite
2300
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St.
Louis, Missouri
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63105
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(Address
of principal executive offices)
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(Zip
Code)
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(800)
677-1238
(Company’s
telephone number, including area code)
Not
applicable
(Former
name or former address if changed since last report)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
8.01
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Other
Events
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In
June 2009, the Company completed the sale of all the outstanding common
stock of Phase 2 Consulting, Inc. (“Phase 2”) to Premier,
Inc. Phase 2 has been classified as a discontinued operation in
accordance with U.S. generally accepted accounting principles
(“GAAP”). GAAP requires that the financial statements for the
corresponding prior years be reclassified to show the results of Phase 2
as a discontinued operation. As such, the Company’s
consolidated financial statements for the years ended December 31, 2008,
2007 and 2006 have been revised to reflect Phase 2 as a discontinued
operation.
The
following disclosures, which were included in the Company’s Form 8-K filed
on July 14, 2009, are carried forward in this Form 8-K:
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●
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In
the first quarter of 2009, the Company made certain changes to the
structure of its internal organization. These changes primarily
consisted of making the Company’s skilled nursing rehabilitation services
division responsible for oversight of the Company’s businesses that
provide resident-centered management consulting services and staffing
services for therapists and nurses. Accordingly, the Company
revised the segment information included in the notes to the Company’s
consolidated financial statements for the years ended December 31, 2008,
2007 and 2006 to reflect these changes.
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●
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In
August 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“Statement 160”), which requires
noncontrolling interests (previously referred to as minority interests) to
be reported as a component of equity. The Company adopted
Statement 160 effective January 1, 2009. The Company’s adoption
of the new standard resulted in changes to the presentation of
noncontrolling interests within the Company’s consolidated financial
statements for the years ended December 31, 2008, 2007 and
2006.
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The
disclosures in this Item 8.01, as well as Exhibits 99.1, 99.2 and
99.3 included herewith, which revise Items 6, 7 and 8, respectively, of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, are to be considered "filed" with the Securities and
Exchange Commission for all purposes under the Securities Exchange Act of
1934, as amended.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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The
following exhibits are filed pursuant to Item 8.01:
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23.1
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Consent
of KPMG LLP.
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99.1
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Item
6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial
Data”
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99.2
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Item
7 of the Company’s 2008 Annual Report on Form 10-K, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations”
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99.3
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Item
8 of the Company’s 2008 Annual Report on Form 10-K, “Financial Statements
and Supplementary Data”
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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.
Dated:
October 9, 2009
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By:
/s/
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Jay
W. Shreiner
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Jay
W. Shreiner
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Executive
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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23.1
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Consent
of KPMG LLP
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99.1
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Item
6 of the Company’s 2008 Annual Report on Form 10-K, “Selected Financial
Data”
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99.2
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Item
7 of the Company’s 2008 Annual Report on Form 10-K, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations”
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99.3
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Item
8 of the Company’s 2008 Annual Report on Form 10-K, “Financial Statements
and Supplementary Data”
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