8-K 1 eightk2304starmedsale.txt 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 3, 2004 REHABCARE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19294 51-0265872 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) 7733 Forsyth Boulevard 17th Floor St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 863-7422 Item 5. Other Events. RehabCare Group, Inc. announced on February 3, 2004 that it had completed the sale of StarMed Staffing Group to InteliStaf Healthcare, Inc. The press release in its entirety is attached as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. See Exhibit Index 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. Dated: February 3, 2004 REHABCARE GROUP, INC. By:/s/Vincent L. Germanese ----------------------------------------------- Vincent L. Germanese Senior Vice President, Chief Financial Officer and Secretary EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated February 3, 2004 announcing the completed sale of StarMed Staffing Group to InteliStaf Healthcare, Inc. Exhibit 99.1 CONTACT: RehabCare Group, Inc. Vincent L. Germanese, CFO Betty Cammarata, Director-Investor Relations Press: David Totaro, Senior Vice President, Corporate Marketing & Communications (314) 863-7422 or Financial Dynamics Gordon McCoun Press: Sean Leous (212) 850-5600 For Immediate Release Tuesday, February 3, 2004 REHABCARE GROUP, INC. COMPLETES SALE OF STARMED STAFFING GROUP TO INTELISTAF HEALTHCARE, INC. ST. LOUIS, MO February 3, 2004--RehabCare Group, Inc. (NYSE:RHB) today announced the completion of the sale of StarMed Staffing Group to InteliStaf Healthcare, Inc., a privately-held industry leader in healthcare staffing in a stock-for-stock transaction on February 2, 2004. The definitive agreement had been previously announced by both companies on December 30, 2003. Upon the closing of the transaction, InteliStaf became the nation's largest privately-held healthcare staffing company. RehabCare owns a 25 percent equity position in InteliStaf and is represented on the Company's Board of Directors by John H. Short Ph.D., Interim President and CEO of RehabCare, and C. Ray Holman, a RehabCare director and formerly Chairman of the Board and CEO of Mallinckrodt, Inc. Dr. Short commented, "We are pleased to complete the sale of StarMed. This unique transaction enabled RehabCare to maintain its commitment to the staffing business while strategically placing StarMed with a company that has a superb management team and is a leader in the staffing industry in both growth and profitability. We look forward to our equity interest in InteliStaf becoming increasingly more valuable with the success of the combined company." -MORE- REHABCARE GROUP, INC. COMPLETES SALE OF STARMED STAFFING GROUP TO INTELISTAF HEALTHCARE Page 2 Dr. Short continued, "With the staffing business in capable hands, we can now devote our full resources to building the best post-acute continuum of care business possible. We have already begun to make significant progress in the strategy we laid out in mid-2003, and continue to be in active discussions with potential partners and acquisitions that will enable us to increase our geographic footprint and expand our service offerings across the full continuum of rehabilitative care." RehabCare Group, Inc., headquartered in St. Louis, MO, is a leading provider of rehabilitation program and management services in over 700 hospitals, nursing homes and other long-term care facilities throughout the United States. It provides services in acute care, skilled nursing, outpatient and home health settings to fit the clinical needs of patients in a cost-effective manner. RehabCare is pleased to be included in the Russell 2000 and Standard and Poor's Small Cap 600 Indices. This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause RehabCare's actual results in future periods to differ materially from forecasted results. These risks and uncertainties may include, but are not limited to, the future operating performance of InteliStaf, and the rate of return that RehabCare will be able to achieve from its equity interest in InteliStaf; changes in and compliance with governmental reimbursement rates affecting RehabCare's other lines of business; RehabCare's ability to attract new client relationships or to retain and grow existing client relationships through expansion of RehabCare's hospital rehabilitation and contract therapy service offerings and the development of alternative product offerings that build stronger partnering relationships between RehabCare and its clients; RehabCare's ability to identify and consummate, within the expected timeframes, strategic acquisitions to accelerate growth in RehabCare's hospital rehabilitation and contract therapy divisions; the adequacy and effectiveness of RehabCare's operating and -MORE- REHABCARE GROUP, INC. COMPLETES SALE OF STARMED STAFFING GROUP TO INTELISTAF HEALTHCARE Page 3 administrative systems; litigation risks of RehabCare's past and future business, including RehabCare's ability to predict the ultimate costs and liabilities or the disruption of its operations; competitive and regulatory effects on pricing and margins; and general economic conditions, including efforts by governmental reimbursement programs, insurers, healthcare providers and others to contain healthcare costs. NOTE: More information on RehabCare can be found on the World Wide Web at http://www.rehabcare.com. -END-