0001558370-18-000733.txt : 20180216 0001558370-18-000733.hdr.sgml : 20180216 20180216093216 ACCESSION NUMBER: 0001558370-18-000733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180215 ITEM INFORMATION: Other Events FILED AS OF DATE: 20180216 DATE AS OF CHANGE: 20180216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Healthcare, Inc. CENTRAL INDEX KEY: 0001351051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33459 FILM NUMBER: 18619814 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 610-444-6350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FORMER COMPANY: FORMER CONFORMED NAME: Skilled Healthcare Group, Inc. DATE OF NAME CHANGE: 20070209 FORMER COMPANY: FORMER CONFORMED NAME: SHG Holding Solutions Inc DATE OF NAME CHANGE: 20060126 8-K 1 f8-k.htm 8-K gen_current folio_8K

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): February 15, 2018  

 

Genesis Healthcare, Inc.

(Exact name of registrant as specified in its charter)  

 

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-33459

 

20-3934755

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

 

101 East State Street

Kennett Square,  PA

 

19348

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

(610) 444-6350

(Registrant’s telephone number, including area code)

Not Applicable 

(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:

 

 

 

◻

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ◻

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

 

 

Item 8.01Other Events.  

    

 

On February 15, 2018, the holders of a majority of the voting power of the Company’s common stock (the “Voting Group”) entered into a Fourth Amended and Restated Voting Agreement (the “Fourth Voting Agreement”).  Pursuant to the Fourth Voting Agreement, the members of the Voting Group agreed to extend the “lock-up” period applicable to shares of the Company’s common stock which the members of the Voting Group own or otherwise hold the power to direct the vote of such shares until July 31, 2018 and that the Fourth Voting Agreement shall terminate no later than July 31, 2018, unless otherwise terminated or amended pursuant to its terms prior to such date.  During the “lock-up” period, except for transfers to permitted transferees, the members of the Voting Group agreed not to (i) offer, pledge (other than to a financial institution, insurance company or bank in exchange for borrowed money or other extensions of credit), sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Company common stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company securities, in cash or otherwise (each such transaction a “Transfer”), provided, however, that the members of the Voting Group may make Transfers to one or more third parties subject to certain limitations in the number of shares that can be Transferred, including that any such proposed Transfer may not result in the aggregate ownership percentage of the Voting Group to be equal to or less than 51.5%.

 

 

 

 

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.

 

6

 

 

 

Date:  February 16, 2018

GENESIS HEALTHCARE, INC.

 

 

 

By: /s/ Michael S. Sherman

 

Michael S. Sherman

Senior Vice President, General Counsel,
Secretary and Assistant Treasurer