- Current report filing (8-K)
March 15 2010 - 9:24AM
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) March 12, 2010
Medical
Connection Holdings, Inc.
(Exact name of registrant as specified in its
charter)
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Florida
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333-72376
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65-0902373
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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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2300
Glades Road, Suite 207E
Boca Raton FL
33431
(Address
of Principal Executive Office) (Zip Code)
(561)353-1110
(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:
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))
Item
1.01 Entry into a Material Agreement
On March 12,
2010, Medical Connections Holdings, Inc. (the "Company") entered into a stock
purchase agreement ("Stock Purchase Agreement") with the shareholders pursuant
to which the Company will acquire all of the issued and outstanding capital
stock of Trustaff Management, Inc., an Ohio corporation and its five
wholly-owned limited liability companies.
Trustaff's
is a national health care staffing company with approximately 100 corporate
staff supporting 500 healthcare professional working at various clients
throughout the United States. Based on financial information provided
to the Company, Trustaff had revenues in excess of $42
million during fiscal 2009, with profits in excess of $4.4
million. Trustaff's executive offices are located
in Cincinnati, Ohio.
Under the
terms of the Stock Purchase Agreement, the Company expects to pay a purchase
price equal to approximately $26 million in cash, with $19.5 million payable in
cash at the closing, $4 million payable pursuant to a three year promissory note
and $2.5 million will be placed in escrow to be used to fund any indemnification
claims relating to certain tax liabilities. The Company will also
issue 1.5 million shares of its common stock to the Trustaff shareholders at the
closing. The purchase price is subject to adjustments
following the closing.
At the
closing, the Company will also enter into employment agreements with four key
employees/founders of Trustaff. The closing of the transaction, which
is currently expected to occur in the second quarter of this calendar year, is
subject to customary closing conditions, including the Company's receipt of
adequate financing to close the transaction. There can be no
assurances that the Company will be able to close this transaction.
Cautionary Note Regarding
Forward-looking Statements
This Form
8-K contains one or more forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
the Company's ability to complete the acquisition of Trustaff and
the expected timing of the closing of the transaction.
Forward-looking statements are identified by words such as “will,” “expected,”
“believe” and other similar words. The Company cautions readers
not to place undue reliance on any forward-looking statements, which speak only
as of the date made. A variety of known and unknown risks and uncertainties
could cause actual results to differ materially from the anticipated results
which include, but are not limited to: satisfaction of all conditions required
for closing, including securing adequate
financing, adverse developments in Trustaff's business,
and unanticipated expenses. In addition, other risks and uncertainties not
presently known to the Company or that the Company consider immaterial could
affect the accuracy of any such forward-looking statements. The Company does not
undertake any obligation to update any forward-looking statements to reflect
events that occur or circumstances that exist after the date on which they were
made. Additional risks and uncertainties include those detailed from time to
time in Company's publicly filed documents, including its annual
report on Form 10-K for its fiscal year ended December 31, 2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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Medical Connections Holdings,
Inc.
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Date:
March 12, 2010
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By:
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/s/ Joseph
Azzata
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Joseph
Azzata
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Chief
Executive Officer
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