8-K

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): July 14, 2011
 

_________________

ExamWorks Group, Inc.

(Exact name of registrant as specified in its charter)

_________________

Commission File Number: 001-34930

Delaware	27-2909425
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA  30305

(Address of principal executive offices, including zip code)

(404) 952-2400

 (Registrant’s 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 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))

Item 7.01.     Regulation FD Disclosure
 

In connection with the pricing of the Notes (as defined below) in the previously announced Private Offering (as defined below), ExamWorks Group, Inc. (the “Company”) delivered a pricing supplement containing, among other things, certain updated financial information (the “Financial Information”) to potential investors in the Private Offering. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being provided to satisfy the Company’s resulting public disclosure requirements under Regulation FD.

The Financial Information is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended.

Item 8.01.     Other Events.

On July 14, 2011, the Company issued a press release announcing the pricing of the Company’s $250.0 million aggregate principal amount of its 9.0% senior notes due 2019 (the “Notes”) being offered to investors in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act. The Notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.  The Notes may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction. A copy of the press release related to the offering of the Notes is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Financial Information
99.2	Press Release of ExamWorks Group, Inc., dated July 14, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ExamWorks Group, Inc.
Date:  July 14, 2011	By:	/s/J. Miguel Fernandez de Castro
		J. Miguel Fernandez de Castro
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Financial Information
99.2	Press Release of ExamWorks Group, Inc., dated July 14, 2011

EX-99.1

EXHIBIT 99.1

Financial Information of ExamWorks Group, Inc.  (the “Company”)

Existing Financial Information disclosed in Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2011 (the “Current Report”). All terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the previously filed Current Report.

For the twelve months ended March 31, 2011, on a pro forma basis for acquisitions and the issuance of $250.0 million aggregate principal amount of the Company’s senior notes due 2019 being offered to investors in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended and the use of proceeds therefrom, the Company’s cash interest expense was $23.353 million and the Company’s ratio of Adjusted EBITDA to cash interest expense was 3.39x.

Updated Financial Information:

For the twelve months ended March 31, 2011 on a pro forma basis for acquisitions and the issuance of $250.0 million aggregate principal amount of the Company’s 9.0% senior notes due 2019 being offered to investors in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended and the use of proceeds therefrom, the Company’s cash interest expense was $24.603 million and the Company’s ratio of Adjusted EBITDA to cash interest expense was 3.22x.

EX-99.2

EXHIBIT 99.2

ExamWorks Prices Offering of $250,000,000 of Senior Unsecured Notes

ATLANTA, GA. July 14, 2011 – ExamWorks Group, Inc. (NYSE: EXAM) announced today that it has priced its previously announced private offering of $250 million in aggregate principal amount of 9.0% senior notes due 2019 (the “Notes”). The Notes will be issued at a price of 100% of their principal amount. The Notes will be senior obligations of ExamWorks and are expected to be guaranteed by ExamWorks’ existing and future U.S. subsidiaries.

The gross proceeds of $250,000,000 will be used to repay borrowings outstanding under its senior credit facility, pay related fees and expenses, and for general corporate purposes, including acquisitions.

The Notes and the related guarantees are being offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About ExamWorks Group

ExamWorks Group, Inc. is a leading provider of independent medical examinations (IMEs), peer and bill reviews and related services. We help our clients manage costs and enhance their risk management processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services. ExamWorks is focused on providing carriers a national presence while maintaining the local service and capabilities they need and expect.

Forward Looking Statements

Statements made in this press release that express ExamWorks' or management's intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements, which ExamWorks intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements often include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate," or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes.  Forward-looking statements may include information concerning ExamWorks' possible or assumed future results of operations. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors such as market conditions, our ability to amend our credit facility and our operations and business environment, all of which are difficult to predict and many of which are beyond ExamWorks' control. Although ExamWorks believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many uncertainties and factors could affect ExamWorks' actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

You should keep in mind that any forward-looking statement made by ExamWorks herein, or elsewhere, speaks only as of the date on which made. ExamWorks expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in ExamWorks' expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

CONTACT:

J. Miguel Fernandez de Castro,

404-952-2400

Senior Vice President and Chief Financial Officer

investorrelations@examworks.com

SOURCE: ExamWorks Group, Inc.

2