-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MndVtT5/h4IYA4TKrfYkmG35/ShWfFNndsxjWeDXl4CP705VG3vuc00vI262BOXi XMbjdaUO9mt4OYMflWncUg== 0000950144-07-002159.txt : 20070314 0000950144-07-002159.hdr.sgml : 20070314 20070314090616 ACCESSION NUMBER: 0000950144-07-002159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070313 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDCATH CORP CENTRAL INDEX KEY: 0001139463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 562248952 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33009 FILM NUMBER: 07692304 BUSINESS ADDRESS: STREET 1: 10720 SIKES PLACE SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 7047086600 MAIL ADDRESS: STREET 1: 10720 SIKES PLACE SUITE 300 CITY: CHARLOTTE STATE: NC ZIP: 28277 8-K 1 g05905kae8vk.htm MEDCATH CORPORATION MedCath Corporation
 

 
 
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 OF 1934.
Date of Report (Date of earliest event reported): March 13, 2007
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   000-33009   56-2248952
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer Identification No.)
10720 Sikes Place
Charlotte, North Carolina 28277

(Address of principal executive offices, including zip code)
(704) 708-6600
(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:
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 240.13d-4(c))
 
 

 


 

Item 8.01 Other Events
On March 13, 2007, MedCath Corporation (“MedCath” or the “Company”) filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) to register for resale shares of MedCath common stock held by investment funds and individuals associated with Kohlberg Kravis & Roberts and Co. and Welsh, Carson, Anderson & Stowe. When declared effective, the Registration Statement will enable the selling stockholders to sell from time to time, in one or more transactions, up to 7,668,741 shares of common stock previously issued to them in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. The registration statement has not yet become effective. The shares may not be sold nor may offers to buy be accepted prior to the time the registration statement is declared effective by the SEC. This report is not an offer to sell nor is it a solicitation of an offer to buy any securities. Any offers, or solicitations to buy, will be made solely by means of a prospectus filed with the SEC. A copy of the related press release announcing the offering is included as Exhibit 99.1.
As previously disclosed, the U.S. Department of Justice (the “DOJ”) is conducting an investigation of a clinical trial conducted at one of MedCath’s hospitals. The investigation concerns alleged improper federal healthcare program billings because certain endoluminal graft devices were implanted either without an approved investigational device exception or outside of the approved protocol. The DOJ has reached a settlement under the False Claims Act with the medical practice whose physicians conducted the clinical trial. MedCath engaged outside counsel to conduct an internal review of the hospital’s monitoring of the clinical trial and, based upon the conclusions of that review, advised the DOJ in writing in May 2005 that the Company believes the hospital complied fully with applicable internal policy and federal requirements. Although the Company is not admitting any liability, and a claim has not been filed against the Company by the DOJ, the Company is interested in promptly resolving the matter through an administrative resolution and, accordingly, submitted an offer to the DOJ to settle the dispute for $2.7 million. As a result of this settlement offer, during the quarter ended December 31, 2006, the Company recorded a $2.7 million reduction in net revenue to establish a reserve for repayment of a portion of Medicare reimbursement related to hospital inpatient services provided to patients in 1998-2002. The Company received a counter-offer from the DOJ to settle the dispute for $8.5 million, and responded by reasserting its disagreement with the DOJ on certain substantive points and providing additional facts and documents which support its position. The Company is engaged in ongoing settlement discussions with the DOJ. Notwithstanding these settlement discussions, the Company has retained its rights to vigorously dispute any claims that may be formally asserted by the DOJ against the hospital in connection with this matter if a settlement on terms it believes are appropriate cannot be reached.
Item 9.01. Financial Statements and Exhibits
Exhibit 99.1  Press Release dated March 14, 2007
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.
         
  MEDCATH CORPORATION
 
 
Date: March 14, 2007  By:   /s/ James E. Harris    
    James E. Harris
Executive Vice President and Chief Financial Officer 
 
 

 

EX-99.1 2 g05905kaexv99w1.htm EXHIBIT 99.1 Exhibit 99.1
 

Exhibit 99.1
(MEDCATH CORPORATION LOGO)
MEDCATH CONTACTS:
     
O. Edwin French
  James E. Harris
President & Chief Executive Officer
  Chief Financial Officer
(704) 708-6600
  (704) 708-6600
MedCath Corporation Announces Filing of Registration Statement
     CHARLOTTE, N.C. March 14, 2007 — MedCath Corporation (Nasdaq: MDTH) announced today the filing of a registration statement with the Securities and Exchange Commission to register for resale 7,668,741 shares of its common stock held by investment funds and individuals associated with Kohlberg Kravis Roberts and Co. and Welsh, Carson, Anderson & Stowe. The shares may be offered and sold by the selling stockholders from time to time in one or more transactions. MedCath will not receive any of the proceeds from sales by the selling stockholders.
     This news release is not an offer to sell nor is it a solicitation of an offer to buy any securities. Any offers, or solicitations to buy, will be made solely by means of a prospectus filed with the Securities and Exchange Commission.
     The registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
     MedCath Corporation, headquartered in Charlotte, N.C., is a healthcare provider focused primarily on the diagnosis and treatment of cardiovascular disease. MedCath focuses on serving the unique needs of patients suffering from cardiovascular disease. MedCath owns interests in and operates eleven hospitals with a total of 667 licensed beds, located in Arizona, Arkansas, California, Louisiana, New Mexico, Ohio, South Dakota, and Texas. In addition, MedCath manages the cardiovascular program at various hospitals operated by other parties. Further, MedCath provides cardiovascular care services in diagnostic and therapeutic facilities located in various states.
# # #
     Included herein are forward-looking statements, including statements with respect to an anticipated transaction. The Company does not undertake any obligation to update forward-looking information made in this release or any of its public filings.

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