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.