UNITED STATES
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): August 28, 2018
CIVITAS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36623 | 65-1309110 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
313 Congress Street, 6th Floor
Boston, Massachusetts 02210
(Address of principal executive offices, including zip code)
(617) 790-4800
(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)) |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 28, 2018, the Board of Directors of Civitas Solutions, Inc. (the “Company”) approved an increase in the number of directors from eight to nine and appointed Robert S. Rosner as a Class II director, effective August 28, 2018, to fill the vacancy resulting from the increase in the size of the board. The Board has affirmatively determined that Mr. Rosner is an “independent director,” as such term is defined in the New York Stock Exchange Rules. Mr. Rosner will not serve on any committees at this time.
Mr. Rosner is Co-President of Vestar Capital Partners (“Vestar”), affiliates of which own approximately 52% of the Company’s common stock. As an employee of Vestar, Mr. Rosner will not receive any additional compensation for his service as a director. Apart from Mr. Rosner’s relationship with Vestar, there are no relationships between Mr. Rosner and the Company or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Rosner to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Civitas Solutions, Inc. on August 30, 2018 | |
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.
| CIVITAS SOLUTIONS, INC.
| ||
| /s/ Bruce F. Nardella | ||
|
| ||
| Date: August 31, 2018 | Name: Bruce F. Nardella | |
| Title: Chief Executive Officer and President |
Exhibit 99.1
Civitas Solutions, Inc. Announces Appointment of Robert Rosner to its Board of Directors
Boston, MA, August 30, 2018 – Civitas Solutions, Inc. today announced that, effective as of August 28, 2018, the Board has approved an increase in its size from eight to nine members and appointed Robert L. Rosner as a Director. Mr. Rosner is an “independent director” as defined by the rules of the New York Stock Exchange. Mr. Rosner will not serve on any committees at this time.
Bruce Nardella, Chief Executive Officer and Chair of the Board, stated, “Robert Rosner has been advising and supporting management teams across a wide variety of industries, including healthcare, for more than 30 years, and we are delighted to welcome him to Civitas. We are confident that his impressive breadth of experience and expertise will benefit the work of our Board and Civitas as a whole. We look forward to his support and counsel as we work to continue to expand our services and enhance more lives in communities across the country.”
About Robert L. Rosner
Robert L. Rosner is a Founding Partner and Co-President of Vestar Capital Partners, Inc. He has been with the firm since its formation in 1988. Prior to the formation of Vestar, he was a member of the Management Buyout Group of The First Boston Corporation. He is a director of Edward Don & Company, Mobile Technologies, Inc. and Triton International Limited. Mr. Rosner has served as a member of the Graduate Executive Board of The Wharton School of The University of Pennsylvania and the Board of Trustees of The Lawrenceville School. He received a B.A. in Economics from Trinity College and an M.B.A with distinction from The Wharton School of the University of Pennsylvania.
About Civitas
Civitas Solutions, Inc. is the leading national provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. Since our founding in 1980, we have evolved from a single residential program to a diversified national network offering an array of quality services in 36 states.
Forward-Looking Statements
This press release contains statements about future events and expectations that constitute forward-looking statements. Forward looking statements include statements regarding board transitions. These statements are not statements of historical fact. Words such as “estimates”, “expects”, “intends”, “working towards”, “could”, “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the factors described in “Risk Factors” in Civitas’s Form 10-K for the fiscal year ended September 30, 2017. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Contact
Civitas Solutions, Inc.
Dwight Robson, 617-790-4800 or dwight.robson@civitas-solutions.com
Chief Public Strategy and Marketing Officer
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