-----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, WKYWpdsu6L639XwCp2yP1kvLFaJC2kdBYjt/awS6foUaOkofmFbBgelvO1sDFked hMdQz37BkF4J2xlGGrOW1g== 0001193805-06-002523.txt : 20061023 0001193805-06-002523.hdr.sgml : 20061023 20061023103409 ACCESSION NUMBER: 0001193805-06-002523 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061019 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Caresource Holdings, Inc. CENTRAL INDEX KEY: 0001316645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 200428568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33094 FILM NUMBER: 061156919 BUSINESS ADDRESS: STREET 1: 8080 TRISTAR DRIVE STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-871-7912 MAIL ADDRESS: STREET 1: 8080 TRISTAR DRIVE STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75063 FORMER COMPANY: FORMER CONFORMED NAME: American Caresouce Holdings, Inc. DATE OF NAME CHANGE: 20050204 8-K 1 e601130_8k-american.txt CURRENT REPORT 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) October 19, 2006 AMERICAN CARESOURCE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51603 20-0428586 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 8080 Tristar Drive, Irving, Texas 75063 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (214) 596-2400 - -------------------------------------------------------------------------------- (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 (see General Instruction A.2.) |_| 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)) SECTION 7 - REGULATION FD ITEM 7.01 Regulation FD Disclosure. On October 16, 2006 and October 18, 2006, American CareSource Holdings, Inc. (the "Registrant") issued press releases to announce that it was approved for listing on the American Stock Exchange. The full text of each press release is furnished as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 99.1 Press Release of the Registrant, dated October 16, 2006 99.2 Press Release of the Registrant, dated October 18, 2006 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. AMERICAN CARESOURCE HOLDINGS, INC. Date: October 20, 2006 By: /s/ David S. Boone ------------------------------- David S. Boone Chief Financial Officer & Chief Operating Officer EX-99.1 2 e601130_ex99-1.txt PRESS RELEASE OF THE REGISTRANT Contact: Wayne Schellhammer Chairman & Chief Executive Officer American CareSource Holdings, Inc. Tel. 972-308-6830 The American Stock Exchange has Approved the Listing of Common Stock of American CareSource Holdings, Inc. DALLAS, TX--(BUSINESS WIRE)--October 16, 2006-- American CareSource Holdings, Inc. ("American CareSource"), a healthcare services company, today announced that its shares of common stock have been approved for listing on the American Stock Exchange (the "Exchange") based upon a review by an Exchange Listing Qualifications Panel (the "Panel") which authorized approval of the listing pursuant to Section 1203(c) of the American Stock Exchange Company Guide, notwithstanding the fact that American CareSource does not fully satisfy the Exchange's regular Initial Listing Standard 2 because its stock price has been trading at less than $3.00. This approval is contingent upon American CareSource being in compliance with all applicable listing standards on the date it begins trading on the Exchange, and may be rescinded if American CareSource is not in compliance with such standards on such date. The Panel's decision was based upon its determination that American CareSource satisfies the minimum Alternative Listing Standard B and its affirmative finding that the following mitigating factors warrant listing pursuant to the Alternative Listing Standards: (1) American CareSource's recent trends of growing revenues and declining losses, (2) the health care industry experience of American CareSource's Board of Directors and management, (3) American CareSource's particular niche in the health care market, particularly ancillary benefits management, and (4) the availability of capital to support American CareSource's plans. About American CareSource: American CareSource, a publicly traded ancillary care benefit management company, is a comprehensive ancillary care service provider offering a national network of more than 20,000 ancillary providers. American CareSource's ancillary network management provides a complete outsourced solution for a wide variety of healthcare payors and plan sponsors including self-insured employers, indemnity insurers, PPOs, HMOs, third party administrators and both the Federal and local governments. Through its product offerings, American CareSource offers its clients substantial discounts on services rendered through its network of ancillary care providers in more than 30 service categories. Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, and intellectual property rights, and the outcome of competitive products, risks in product development, the results of financing effort, the ability to complete transactions, and other risks identified in this release, and the Securities and Exchange Commission filings of American CareSource. EX-99.2 3 e601130_ex99-2.txt PRESS RELEASE OF THE REGISTRANT Contact: Wayne Schellhammer Chairman & Chief Executive Officer American CareSource Holdings, Inc. Tel. 972-308-6828 The American Stock Exchange Lists the Common Stock of American CareSource Holdings, Inc. DALLAS, TX--(BUSINESS WIRE)--October 18, 2006-- The American Stock Exchange (the "Exchange") will list the common stock of American CareSource Holdings, Inc. ("American CareSource"), for trading tomorrow, October 19, 2006 under the ticker symbol XSI. "The listing on the American Stock Exchange is another important milestone in the development of our company," said Wayne A. Schellhamer, Chief Executive Officer of American CareSource. "We are honored to be part of the American Stock Exchange; we believe that a listing on the American Stock Exchange will increase our visibility to a broader pool of potential shareholders and create an orderly market for our stock." About American CareSource American CareSource, a publicly traded ancillary care benefit management company, is a comprehensive ancillary care service provider offering a national network of more than 20,000 ancillary providers. American CareSource's ancillary network management provides a complete outsourced solution for a wide variety of healthcare payors and plan sponsors including self-insured employers, indemnity insurers, PPOs, HMOs, third party administrators and both the Federal and local governments. Through its product offerings, American CareSource offers its clients substantial discounts on services rendered through its network of ancillary care providers in more than 30 service categories. Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, and intellectual property rights, and the outcome of competitive products, risks in product development, the results of financing effort, the ability to complete transactions, and other risks identified in this release, and the Securities and Exchange Commission filings of American CareSource. -----END PRIVACY-ENHANCED MESSAGE-----