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): September 4, 2009 (September 3, 2009)

Commission File Number: 0-24260

Amedisys, Inc.

(Exact Name of Registrant as specified in its Charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(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))

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2009, Amedisys, Inc. (the “Company”) announced that the Company has accepted the resignation of Larry R. Graham, the Company’s President and Chief Operating Officer. The resignation is effective September 3, 2009. In addition, effective September 3, 2009, Mr. Graham resigned as a member of the Company’s Board of Directors. Mr. Graham’s duties will be temporarily assumed by William F. Borne, the Company’s Chairman and Chief Executive Officer, while the Company commences a search for a new President and Chief Operating Officer. Mr. Graham will receive payments and benefits related to his separation from service in accordance with Section 8(c) of the Employment Agreement, dated as of December 19, 2007, by and between the Company and Mr. Graham and filed with the Company’s Current Report on Form 8-K filed on December 26, 2007. Mr. Graham’s resignation as President and Chief Operating Officer related to a disagreement regarding his role with the Company.

On September 3, 2009, the Company also announced the departure of Alice Ann Schwartz, the Company’s Chief Information Officer. Ms. Schwartz’s duties will be temporarily assumed by various members of Company senior management while the Company commences a search for a new Chief Information Officer. Ms. Schwartz will receive payments and benefits related to her separation from service in accordance with Section 8(c) of the Employment Agreement, dated as of December 19, 2007, by and between the Company and Ms. Schwartz and filed with the Company’s Current Report on Form 8-K filed on December 26, 2007.

A press release regarding the changes described in this Item 5.02 is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

On September 4, 2009, the Company issued a press release entitled “Amedisys Reaffirms Guidance,” a copy of which is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as previously set forth by specific reference in such a filing.

Use of our Website to Distribute Material Company Information

Our company website address is www.amedisys.com, which we use as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial, clinical, compliance and other information regarding our company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the “Investor Relations” subpage of our web site for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the “Investor Relations” subpage of our website.

Certain Forward-Looking Statements

When included in this press release, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially

from those described therein. These risks and uncertainties include, but are not limited to the following: changes in Medicare and other medical payment levels, our ability to open agencies, acquire additional agencies and integrate and operate these agencies effectively, changes in or our failure to comply with existing Federal and State laws or regulations or the inability to comply with new government regulations on a timely basis, competition in the home health industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to attract and retain qualified personnel, changes in payments and covered services due to the economic downturn and deficit spending by Federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing due to the volatility and disruption of the capital and credit markets, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information systems and various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statements included in this Current Report on Form 8-K may be based, except as required by law.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable

(b) Pro Forma Financial Information.

Not applicable

(c) Shell Company Transactions.

Not applicable

(d) Exhibits.

99.1	Press Release dated September 3, 2009 entitled “Amedisys Announces Executive Changes”
99.2	Press Release dated September 4, 2009 entitled “Amedisys Reaffirms Guidance” (furnished only)

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.

AMEDISYS, INC.
By:	/s/ Dale E. Redman
	Dale E. Redman Chief Financial Officer and Duly Authorized Officer

DATE: September 4, 2009

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated September 3, 2009 entitled “Amedisys Announces Executive Changes”
99.2	Press Release dated September 4, 2009 entitled “Amedisys Reaffirms Guidance” (furnished only)

EX-99.1

Exhibit 99.1

Contacts:	Amedisys, Inc. Director of Investor Relations Kevin LeBlanc (225) 292-2031
	kleblanc@amedisys.com

Amedisys Announces Executive Changes

BATON ROUGE, Louisiana (September 3, 2009)—Amedisys, Inc. (NASDAQ: “AMED” or the “Company”), one of America’s leading home health and hospice nursing companies, today announced that two executives are leaving the Company to pursue other interests. The Company has accepted the resignation of Mr. Larry R. Graham, as President and Chief Operating Officer of the Company. The resignation is effective September 3, 2009. Mr. Graham’s duties will be temporarily assumed by William F. Borne, the Company’s Chairman and Chief Executive Officer.

The Company also announced the departure of Chief Information Officer Alice Ann Schwartz, effective September 3, 2009.

“We are grateful to Larry and Alice Ann for their contributions throughout the years,” said Mr. Borne. “We anticipate a seamless transition, as we have a first-class team of seasoned professionals that are ready and able to guide our future growth strategies. We believe our future in healthcare has never been brighter.”

Amedisys, Inc. is headquartered in Baton Rouge, Louisiana. Its common stock trades on the Nasdaq Global Select Market under the symbol “AMED”.

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect”, “anticipate” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Many of the factors that could cause or contribute to such differences are described in the Company’s periodic reports and registrations statements filed with the Securities and Exchange Commission, and include, but are not limited to the following: general economic and business conditions, changes in or failure to comply with existing regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical reimbursement levels, ability to complete acquisitions announced from time to time, and any financing related thereto, the ability to meet debt service requirements and to comply with covenants in debt agreements, adverse changes in federal and state laws relating to the health care industry, demographic changes, availability and terms of capital, ability to attract and retain qualified personnel, ongoing development and success of new start-ups, ability to successfully integrate newly acquired agencies, changes in estimates and judgments associated with critical accounting policies, business disruption due to natural disasters or acts of terrorism, and various other matters, many of which are beyond management’s control. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission (“SEC”) disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Additional information on the Company can be found at:

www.amedisys.com

EX-99.2

Exhibit 99.2

Contacts:	Amedisys, Inc. Director of Investor Relations Kevin LeBlanc (225) 292-2031
	kleblanc@amedisys.com

Amedisys Reaffirms Guidance

BATON ROUGE, Louisiana (September 4, 2009)—Amedisys, Inc. (NASDAQ: “AMED” or the “Company”), one of America’s leading home health and hospice nursing companies, today announced that it has reaffirmed its guidance for 2009. For the year, net service revenue is expected to be in the range of $1.475 billion to $1.5 billion, and diluted earnings per share is expected to be in the range of $4.75 to $4.90 based on an estimated 27.8 million shares outstanding, excluding the effects of future acquisitions that may occur.

Amedisys, Inc. is headquartered in Baton Rouge, Louisiana. Its common stock trades on the NASDAQ Global Select Market under the symbol “AMED”.

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect”, “anticipate” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Many of the factors that could cause or contribute to such differences are described in the Company’s periodic reports and registrations statements filed with the Securities and Exchange Commission, and include, but are not limited to the following: general economic and business conditions, changes in or failure to comply with existing regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical reimbursement levels, ability to complete acquisitions announced from time to time, and any financing related thereto, the ability to meet debt service requirements and to comply with covenants in debt agreements, adverse changes in federal and state laws relating to the health care industry, demographic changes, availability and terms of capital, ability to attract and retain qualified personnel, ongoing development and success of new start-ups, ability to successfully integrate newly acquired agencies, changes in estimates and judgments associated with critical accounting policies, business disruption due to natural disasters or acts of terrorism, and various other matters, many of which are beyond management’s control. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission (“SEC”) disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Additional information on the Company can be found at:

www.amedisys.com