8-K

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): February 15, 2012

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip Code)

(770) 951-6450

(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:

¨ 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 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

(a)(1) Settlement Agreement

On February 15, 2012, Odyssey HealthCare, Inc. (“Odyssey”), a wholly-owned subsidiary of Gentiva Health Services, Inc. (the “Company”), entered into a settlement agreement (the “Settlement Agreement”) with the United States, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, that resolves the investigation regarding Odyssey’s provision of continuous care services prior to the Company’s acquisition of Odyssey in August of 2010.

Pursuant to the Settlement Agreement, Odyssey will pay the United States $25 million within seven days following the effective date of the Settlement Agreement. The action has been filed under seal as a matter of law in the first instance, thereby preventing disclosure to the public except by court order.

(2) Corporate Integrity Agreement

Odyssey entered into a five-year Corporate Integrity Agreement (the “CIA”) with the Office of Inspector General of the United States Department of Health and Human Services, which became effective on February 15, 2012, concurrent with the execution of the Settlement Agreement. Although the covered conduct relates to services prior to the Company’s acquisition of Odyssey, the CIA, for operational and organizational consistency, will relate to all of the Company’s hospice operations.

Corporate Integrity Obligations: Odyssey must maintain its compliance officer and its compliance committee, which must be chaired by the compliance officer and meet at least quarterly. Odyssey must also provide general and special training for covered persons, which includes all employees of Odyssey and certain employees of the Company. Within 90 days after the effective date of the CIA, Odyssey must

engage an accounting, audit or consulting firm to perform verification and unallowable cost reviews. In addition, Odyssey’s eligibility review team must review the eligibility of Odyssey’s Medicare beneficiaries for the hospice services those beneficiaries received and prepare an eligibility review report.

Changes to Business Units or Locations: In the event that Odyssey changes locations, closes a business unit or location, purchases or establishes a new business unit or location, or sells any or all of its business units or locations, Odyssey must provide the Office of Inspector General with at least 30 days’ notice.

Implementation and Annual Reports: Within 120 days of the effective date of the CIA, Odyssey must provide a written report to the Office of Inspector General summarizing the status of its implementation of the requirements of the CIA. In addition, Odyssey must submit to the Office of Inspector General annually a report with respect to the status of, and findings regarding, Odyssey’s compliance activities.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Press release, dated February 17, 2012.

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.

GENTIVA HEALTH SERVICES, INC.

/s/ John N. Camperlengo

John N. Camperlengo

Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

Date: February 17, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated February 17, 2012.

EX-99.1

Exhibit 99.1

Press Release

Financial and Investor Contact:
	Eric Slusser
	770-951-6101
	eric.slusser@gentiva.com
or	John Mongelli
	770-951-6496
	john.mongelli@gentiva.com
Media Contact:
	Scott Cianciulli
	Brainerd Communicators
	212-986-6667
	cianciulli@braincomm.com

Odyssey Hospice Announces Agreements with Department of Justice

and Office of Inspector General

ATLANTA, GA, February 17, 2012 – Odyssey Hospice, now a part of Gentiva^® Health Services, Inc. (NASDAQ: GTIV), announced that it has entered into a settlement agreement with the U.S. Department of Justice and a five-year Corporate Integrity Agreement with the Office of Inspector General of the U.S. Department of Health and Human Services. These agreements relate to an investigation of Odyssey HealthCare, Inc. initiated prior to Gentiva’s acquisition of the company in August 2010.

The investigation involved Odyssey’s provision of continuous care services from January 1, 2006, through January 22, 2009. The agreements call for a one-time cash settlement of $25 million, as well as special education for employees and audits of the company’s Hospice Division over a five-year period.

“Gentiva cooperated fully with this investigation, which covered a period prior to our acquisition of Odyssey, and the settlement is consistent with our efforts to instill Gentiva’s culture of compliance throughout the company,” said John Camperlengo, Gentiva General Counsel and Chief Compliance Officer. “We remain extremely proud of the high-quality, compassionate care that our thousands of hospice clinicians provide to patients and families every day, as well as Gentiva’s efforts to ensure strict compliance with all regulatory requirements.”

3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is a leading provider of home health and hospice services, delivering innovative, high quality care to patients across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. For more information, visit Gentiva’s web site, http://www.gentiva.com, and its investor relations section at http://investors.gentiva.com.

Forward-Looking Statement

Certain statements contained in this news release, including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “expects,” “assumes,” “trends” and similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Company’s current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the following: economic and business conditions, including the ability to access capital markets; demographic changes; changes in, or failure to comply with, existing governmental regulations; the impact on our Company of recently passed healthcare reform legislation and its subsequent implementation through governmental regulations; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into the Company’s operations and business practices by governmental authorities; the Company’s ability to effectively integrate Odyssey’s operations; effects of competition in the markets in which the Company operates; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payer sources; ability of customers to pay for services; business disruption due to natural disasters, pandemic outbreaks, or terrorist acts; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to maintain compliance with its financial covenants under the Company’s credit agreement; effect on liquidity of the Company’s debt service requirements; and changes in estimates and judgments associated with critical accounting policies and estimates. For a detailed discussion of certain of these and other factors that could cause actual results to differ from those contained in this news release, please refer to the Company’s various filings with the Securities and Exchange Commission, including the “Risk Factors” section contained in the Company’s annual report on Form 10-K for the year ended December 31, 2010 and the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2011.

# # #