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): May 20, 2011
EMERGENCY MEDICAL SERVICES CORPORATION
EMERGENCY MEDICAL SERVICES L.P.
(Exact name of each registrant as specified in its charter)
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001-32701 |
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20-3738384 |
Delaware |
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333-127115 |
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20-2076535 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Numbers) |
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Identification Nos.) |
6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado |
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80111 |
(Address of principal executive offices) |
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(Zip Code) |
(303) 495-1200
(Registrants telephone number, including area code)
(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 registrants under any of the following provisions (see General Instruction A.2. below):
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 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2011, at a special meeting of stockholders of Emergency Medical Services Corporation (the Company), the Companys stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of February 13, 2011 (the Merger Agreement), by and among the Company, CDRT Acquisition Corporation, a Delaware corporation (Parent), and CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub). The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. The special meeting was not adjourned to a later date since the proposal to adopt the Merger Agreement was approved by the stockholders of the Company.
The final voting results for each proposal are as follows:
Proposal 1: Adoption of the Merger Agreement
For: |
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Against: |
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Withheld: |
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Abstentions: |
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Broker Non- |
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156,381,859 |
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41,863 |
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0 |
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1,011 |
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0 |
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Proposal 2: Adjourn the Special Meeting to Solicit Additional Proxies
For: |
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Against: |
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Withheld: |
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Abstentions: |
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Broker Non- |
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155,471,580 |
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952,069 |
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0 |
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1,084 |
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0 |
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A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description of Exhibit |
99.1 |
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Press Release of Emergency Medical Services Corporation, dated May 20, 2011 |
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.
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EMERGENCY MEDICAL SERVICES CORPORATION | |
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(Registrant) | |
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May 20, 2011 |
By: |
/s/ Craig A. Wilson |
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Craig A. Wilson |
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Senior Vice President and General Counsel |
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.
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EMERGENCY MEDICAL SERVICES, L.P. | |
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(Registrant) | |
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By: |
Emergency Medical Services Corporation, |
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its General Partner |
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May 20, 2011 |
By: |
/s/ Craig A. Wilson |
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Craig A. Wilson |
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Senior Vice President and General Counsel |
Exhibit 99.1
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EMSC News- For Immediate Release
CONTACT: Deborah Hileman
(303) 495-1210
Deborah.hileman@emsc.net
EMERGENCY MEDICAL SERVICES CORPORATION STOCKHOLDERS
APPROVE MERGER AGREEMENT
Greenwood Village, Colo.(May 20, 2011) Emergency Medical Services Corporation (NYSE: EMS) (EMSC or the Company) announced today that its stockholders have approved the previously announced merger transaction with an affiliate of Clayton, Dubilier & Rice, LLC (CD&R) at a special meeting of the stockholders of the Company.
The affirmative vote of a majority of all votes entitled to be cast with respect to the outstanding shares of the Companys capital stock was required to approve the adoption of the merger agreement. According to the final tally of shares voted, approximately 93% of the voting power of the Company as of the close of business on March 21, 2011, the special meeting record date, voted for approval of the proposal to adopt the merger agreement.
The proposed merger was announced on February 14, 2011, and is expected to close on May 25, 2011.
About Emergency Medical Services Corporation
Emergency Medical Services Corporation (EMSC) is a leading provider of emergency medical services in the United States. EMSC operates two business segments: American Medical Response, Inc. (AMR), the Companys healthcare transportation services segment, and EmCare Holdings Inc. (EmCare), the Companys outsourced facility-based physician services segment. AMR is the leading provider of ambulance services in the United States. EmCare is a leading provider of outsourced physician services to healthcare facilities. In 2010, EMSC provided services in nearly 14.0 million patient encounters in more than 2,200 communities nationwide. EMSC is headquartered in Greenwood Village, Colorado. For additional information, visit http://www.emsc.net.
Forward Looking Statements
Certain statements and information herein may be deemed to be forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Any forward-looking statements herein are made as of the date of this report, and the Company undertakes no duty to update or revise any such statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the Companys filings with the SEC from time to time, including in the section entitled Risk Factors in the Companys most recent Annual Report on Form 10-K and subsequent periodic reports.