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): March 27, 2014 (March 26, 2014)

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 March 26, 2014, the Board of Directors (the “Board”) of Amedisys, Inc. (the “Company”) appointed Nathaniel M. Zilkha to the Board upon the recommendation of the Board’s Nominating and Corporate Governance Committee. Mr. Zilkha is a member of the general partner of KKR & Co. L.P. (together with its affiliates, “KKR”) and serves as Head of KKR’s credit platform and as the Global Co-Head of Special Situations. With this addition, the Company’s Board now comprises seven directors. It is intended that Mr. Zilkha will be a nominee for election to the Board at the Company’s 2014 Annual Meeting of Stockholders to be held in early June 2014. Contemporaneously with his appointment to the Board, Mr. Zilkha was also appointed to the Audit, Compensation, Compliance and Ethics, Nominating and Corporate Governance and Quality of Care Committees of the Board.

The Company reports that there are no other transactions between the Company or any of its subsidiaries, on the one hand, and Mr. Zilkha and/or KKR, on the other hand, that would require disclosure pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Zilkha will receive the Company’s standard non-employee director compensation, as described in the Company’s 2013 Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on April 26, 2013. In connection with his service on the Board, the Company and Mr. Zilkha will enter into an Indemnification Agreement, a form of which was previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On March 27, 2014, the Company issued a press release titled “Amedisys Expands its Board of Directors with Appointment of KKR’s Nathaniel M. Zilkha,” a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated March 27, 2014 titled “Amedisys Expands its Board of Directors with Appointment of KKR’s Nathaniel M. Zilkha” (furnished only)

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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/ Ronald A. LaBorde
	Ronald A. LaBorde
	President and Interim Chief Executive Officer

DATE: March 27, 2014

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 27, 2014 titled “Amedisys Expands its Board of Directors with Appointment of KKR’s Nathaniel M. Zilkha” (furnished only)

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EX-99.1

Exhibit 99.1

Amedisys Expands its Board of Directors with Appointment of KKR’s Nathaniel M. Zilkha

BATON ROUGE, LA – (BUSINESS WIRE) – March 27, 2014 – Amedisys, Inc. (NASDAQ: AMED), one of America’s leading home health and hospice care companies, today announced the appointment of Nathaniel M. Zilkha to the Company’s Board of Directors. Mr. Zilkha is a Member of the general partner of KKR & Co. L.P. (together with its affiliates, “KKR”) and serves as Head of KKR’s credit platform and as its Global Co-Head of Special Situations. With this addition, the Company’s Board now comprises seven directors.

“We are pleased to welcome Nat Zilkha to our Board of Directors and look forward to his contributions,” said Donald A. Washburn, Co-Chairman of the Board. “The Amedisys Board and leadership team continues to be focused on building value for our stockholders through improving the Company’s financial performance, maintaining the highest quality, patient-centered services for our patients across the country, and upholding our firm commitment to compliance.”

“Creating stockholder value is a top priority for the Amedisys Board during this period of transition for Amedisys as we align our business to the sweeping change taking place across the health care industry,” said David R. Pitts, Co-Chairman of the Board. “To that end, we welcome the expertise and energy that Nat Zilkha will bring as the newest addition to our Board, and we appreciate the vote of confidence that KKR has shown in our Company by virtue of the investment that it has made.”

“I am delighted to join the Board of Amedisys,” said Mr. Zilkha. “We see great potential in the home health and hospice space, and we believe Amedisys is well positioned to capitalize on this opportunity. I look forward to working with my fellow Board members and Amedisys’ senior management to position the Company for strong future performance.”

About Amedisys:

Amedisys, Inc. (NASDAQ: AMED) is a “health care at home” company delivering personalized home health and hospice care to more than 360,000 patients each year. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. For more information about Amedisys, please visit: http://www.amedisys.com.

We use our company 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, Nominating and Corporate Governance, Quality of Care and Compliance and Ethics Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Media Contact:

Shannon McIntyre Hooper

(615) 577-1124

smh@thinkrevivehealth.com

Investor Contact:

David Castille

Director – Treasury/Finance

(225) 299-3665

david.castille@amedisys.com

Bio attached

Nathaniel M. Zilkha

Member – Board of Directors

Mr. Zilkha joined KKR in 2007 and serves as Head of KKR’s credit platform and as its Global Co-Head of Special Situations. As Head of Credit, he works closely with the credit portfolio teams to help drive investment performance, strategy, business development and coordination across the platform. He is a member of the Leveraged Credit, Private Credit and Special Situations Investment Committees as well as the KKR Asset Management Portfolio Management Committee. He also spent time as a member of the Healthcare Private Equity Team in KKR’s Menlo Park office. Prior to joining KKR, Mr. Zilkha was a member of the Principal Investment Area of Goldman, Sachs & Co., where he invested in private equity and principal debt transactions. He is currently on the Boards of Directors of Amedisys, Inc., the Winoa Group and QMH Limited. He was formerly on the Boards of Directors of Harden Healthcare, Oriental Brewery and Jazz Pharmaceuticals. Mr. Zilkha graduated cum laude from Princeton University.

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