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): April 4, 2008

Allion Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-17821	11-2962027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1660 Walt Whitman Road, Suite 105, Melville, New York 11747

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (631) 547-6520

N/A

(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 (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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 4, 2008, Allion Healthcare, Inc. (“Allion”) and its wholly-owned subsidiary, Biomed Healthcare, Inc., a Delaware corporation (“Merger Sub”), completed  the acquisition of Biomed America, Inc., a Delaware corporation (“Biomed”) pursuant to that certain Agreement and Plan of Merger (the “Agreement”), dated as of March 13, 2008, by and among Allion, Merger Sub, Biomed and Biomed’s majority owner, Parallex LLC, a Delaware limited liability company.  The acquisition was effected by the merger of Biomed with and into Merger Sub, with Merger Sub as the surviving entity and a wholly-owned subsidiary of Allion (the “Merger”).

The purchase price for all of the outstanding shares of Biomed was paid with funds from a new senior credit facility provided by CIT Healthcare LLC, available cash, and newly-issued Allion common stock and Series A-1 preferred stock.  The aggregate consideration paid to the former Biomed stockholders consisted of $48.0 million in cash and a combined total of approximately 9.35 million shares of Allion common stock and Series A-1 preferred stock.  Allion also assumed $18.6 million of Biomed’s outstanding indebtedness.  In addition to the purchase price, Allion may make an earn out payment to the former Biomed stockholders in 2009 if the Biomed business achieves certain financial performance benchmarks during the first full 12 calendar months post closing.

In accordance with NASDAQ Marketplace Rule 4350(i)(1)(C), Allion issued to the former Biomed stockholders new Allion common stock in an amount equal to 19.9% of Allion’s common stock outstanding at the closing of the Merger, with the remainder of the stock portion of the purchase price issued in new Allion Series A-1 preferred stock.  The total number of shares of Allion common stock issued at closing was 3,224,511, and the total number of shares of Allion Series A-1 preferred stock issued at closing was 6,125,448.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, attached as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on March 19, 2008, and incorporated herein by reference.  A copy of the press release announcing the completion of the Merger is filed with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a)                 Financial Statements of Business Acquired.

The required financial statements of Biomed are not included in this Current Report on Form 8-K.  These financial statements will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than June 20, 2008.

(b)                 Pro Forma Financial Information.

The required pro forma financial information relative to the acquisition of Biomed is not included in this Current Report on Form 8-K.   The pro forma financial information will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than June 20, 2008.

           (d)                  Exhibits

Exhibit
Number	Description
2.1	Agreement and Plan of Merger, dated March 13, 2008, by and among Allion Healthcare, Inc., Biomed Healthcare, Inc., Biomed America, Inc. and Parallex LLC*
99.1	Press Release, dated April 7, 2008

* Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on March 19, 2008. 

SIGNATURES

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

	ALLION HEALTHCARE, INC. (Registrant)
April 8, 2008	/s/ Stephen A. Maggio
	By:  Stephen A. Maggio
	Its:  Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Agreement and Plan of Merger, dated March 13, 2008, by and among Allion Healthcare, Inc., Biomed Healthcare, Inc., Biomed America, Inc. and Parallex LLC*
99.1	Press Release, dated April 7, 2008

* Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on March 19, 2008. 

EX-99.1

Allion Healthcare, Inc. 1660 Walt Whitman Road, Suite 105 Melville, NY 11747 Tel: (631) 547-6520

Allion Healthcare Announces Closing of Biomed Acquisition

·   Expands market opportunity to include patients with immune deficiencies, hemophilia and other chronic conditions

·   Diversifies payor base by increasing revenue from non-governmental payors

·   Acquisition anticipated to be accretive to earnings

MELVILLE, NEW YORK – April 7, 2008 – Allion Healthcare (Nasdaq: ALLI) today announced that it has been granted early termination of the waiting period required by the Hart-Scott-Rodino Act and has closed its acquisition of Biomed America, Inc. (“Biomed”), a leading provider of specialized biopharmaceutical medications and services to chronically ill patients.

The Company completed the closing on April 4, 2008 and under the terms of the agreement, Allion has acquired Biomed for $48 million in cash, 9.35 million shares of Allion common and Series A-1 preferred stock and the assumption of $18.6 million of Biomed debt. Allion may also make an earn-out payment in 2009 should Biomed achieve certain financial performance benchmarks during the first 12-month period post closing.  To partially fund the cash portion of the transaction, Allion also consummated a $55 million senior secured credit facility with CIT Healthcare LLC.  At a later date, the Company will seek shareholder approval to convert the newly issued Series A-1 preferred stock into Allion common stock and will replace two of its directors with nominees to be designated by the former shareholders of Biomed America.

“This acquisition is an integral part of our overall growth strategy,” said Mike Moran, Chairman and CEO of Allion Healthcare.  Mr. Moran added, “In addition to Biomed’s focus on providing infused and injected drugs to patients with chronic conditions, Biomed brings a leading reputation among patients and referring physicians managing hemophilia, immune deficiencies and other chronic conditions.  Importantly, with the completion of this acquisition, we will now have an enhanced product array and an expanded market opportunity.  There is also benefit from a diversified payor base since the addition of Biomed has increased the revenue we receive from non-governmental payors.”  The Company anticipates that the acquisition will be accretive to its 2008 earnings.  A conference call will be scheduled to further discuss the elements of the transaction.

CIT Capital Securities LLC served as the exclusive financial advisor to Allion on the transaction.

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About Allion Healthcare

Allion Healthcare, Inc. is a national provider of specialty pharmacy and disease management services focused on HIV/AIDS patients. Allion Healthcare sells HIV/AIDS medications, ancillary drugs and nutritional supplies under the trade name MOMS Pharmacy. Allion offers nationwide pharmacy care from its pharmacies in California, New York, Washington, and Florida. Allion Healthcare works closely with physicians, nurses, clinics, AIDS Service Organizations, and with government and private payors to improve clinical outcomes and reduce treatment costs.

About Biomed America

Biomed America is a provider of specialized biopharmaceutical medications and services to chronically ill patients. The company currently operates six pharmaceutical distribution centers, focused on providing services for the following core therapies: intravenous immunoglobulin, Blood Clotting Factor and other chronic therapies.  

Certain statements herein, such as any statements about successful integration or prospects of the Biomed acquisition, Allion Healthcare's confidence or strategies or its expectations about revenues, results of operations, profitability, earnings per share, contracts, collections, award of contracts, acquisitions and related growth, growth resulting from initiatives in certain states, effective tax rate or market opportunities, constitute "forward-looking statements" within the meaning of the private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause Allion Healthcare's actual results or achievements to be materially different from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, reliance on government-funded contracts, risks associated with government contracting, risks involved in managing government business, legislative or policy changes, challenges resulting from growth or acquisitions, adverse media and legal, economic and other risks detailed in Allion Healthcare's filings with the Securities and Exchange Commission. Words such as "believe," "demonstrate," "expect," "estimate," "anticipate," "should" and "likely" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Allion Healthcare undertakes no obligation to update any forward-looking statement contained herein.

Contact:

Allion Healthcare, Inc.                                                                                        The Cockrell Group

Steve Maggio, Interim Chief Financial Officer                                                Rich Cockrell

(631) 870-5106                                                                                      (404) 942-3369

rich.cockrell@thecockrellgroup.com

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