-----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, BDK6HFR/TzdtocasQzJWIk3e56iaMus0l/M2qkZJhjsnuFKkpUMgKhAUhXk61Tve j5pec7/2bUfloV/ggeqYLg== 0001157523-05-000430.txt : 20050121 0001157523-05-000430.hdr.sgml : 20050121 20050121102113 ACCESSION NUMBER: 0001157523-05-000430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050121 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL STAFFING NETWORK HOLDINGS INC CENTRAL INDEX KEY: 0001163958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650865171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31299 FILM NUMBER: 05540146 MAIL ADDRESS: STREET 1: 901 YAMATO ROAD STREET 2: SUITE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 8-K 1 a4804508.txt MEDICAL STAFFING NETWORK 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): January 21, 2005 MEDICAL STAFFING NETWORK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31299 65-0865171 ---------------- ----------------------- ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 901 Yamato Road, Suite 110, Boca Raton, FL 33431 (Address of principal executive offices) Registrant's telephone number, including area code: 561-322-1300 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 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) As of January 21, 2005, Scott F. Hilinski resigned as a member of the Board of Directors of Medical Staffing Network Holdings, Inc. ( the "Company"). Mr. Hilinski did not resign as a result of any disagreement with the Company. (d) On January 21, 2005, the Board of Directors of the Company elected David Wester to the Board of Directors of the Company. Mr. Wester will join the Board of Directors effective as of January 21, 2005. Mr. Wester currently serves as the President of VITAS Healthcare Corporation. The Board of Directors has determined that Mr. Wester is an independent director within the meaning of NYSE Rule 303A. Mr. Wester has also been elected to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors. There were no arrangements or understandings between Mr. Wester and any other person pursuant to which he was selected as a director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Mr. Wester that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits: 99.1 Press Release dated January 21, 2005 SIGNATURE 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. Date: January 21, 2005 MEDICAL STAFFING NETWORK HOLDINGS, INC. By: /s/ Larry McPherson --------------------------- Larry McPherson Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release dated January 21, 2005. EX-99.1 2 a4804508ex991.txt PRESS RELEASE Exhibit 99.1 David Wester Joins Board of Directors of Medical Staffing Network Holdings BOCA RATON, Fla.--(BUSINESS WIRE)--January 21, 2005--Medical Staffing Network Holdings, Inc. (NYSE:MRN) today announced that David Wester has been appointed to the Company's Board of Directors. Concurrently with Mr. Wester's appointment to the Board, Scott Hilinski has announced his resignation from the Board. Mr. Wester has been the President of VITAS Healthcare Corporation since 2002 and served as Chief Financial Officer and Treasurer since 1997. Mr. Wester previously served as Executive Vice President for Foundation Health, a Florida Health Plan, Inc. company, and as Executive Vice President and Chief Financial Officer of Care Florida, Inc. (formerly Heritage Health Plan). Mr. Wester began his career with Price Waterhouse. Mr. Wester is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants, Financial Executives Institute and Treasury Management Association. "We are very pleased to have David join our Board of Directors," commented Robert J. Adamson, Chairman and Chief Executive officer of Medical Staffing Network Holdings. "David brings more than 20 years of healthcare industry experience to the Company's Board. We look forward to the valuable guidance he will provide. Scott Hilinski's expanding commitments at the investment firm, Nautic Partners, requires that he reduce the number of boards on which he serves. The Company thanks Scott for the invaluable contributions he has made during his more than six years as a member of our Board." Company Summary Medical Staffing Network Holdings, Inc. is the largest provider of per diem nurse staffing services in the United States. The Company also provides travel nurse staffing services and is a leading provider of allied health professionals, including radiology specialists, diagnostic imaging technicians and clinical laboratory technicians. CONTACT: Medical Staffing Network Holdings, Inc. Robert J. Adamson, 561-322-1303 -----END PRIVACY-ENHANCED MESSAGE-----