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 5, 2012

SUN HEALTHCARE GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12040	13-4230695
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
18831 Von Karman, Suite 400, Irvine, CA		92612
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (949) 255-7100

(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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

¨    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 5.07 Submission of Matters to a Vote of Security Holders.

(a)-(b). On September 5, 2012, Sun Healthcare Group, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”) in connection with the adoption of the Agreement and Plan of Merger, dated June 20, 2012, by and among Genesis HealthCare LLC, Jam Acquisition LLC and the Company, as such agreement may be amended from time to time (the “Merger Agreement”). Results of the voting at the Special Meeting are set forth below.

Proposal No. 1.The stockholders adopted the Merger Agreement. The voting results were as follows:

For	Against	Abstain
17,793,112	335,254	4,516

Proposal No. 2. The Company solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The adjournment proposal, which was unnecessary in light of the adoption of the Merger Agreement as indicated above, was not submitted to the Company’s stockholders for approval at the Special Meeting.

Proposal No. 3.The stockholders voted, on an advisory (non-binding) basis, to approve the “golden parachute” compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable. The voting results were as follows:

For	Against	Abstain
14,383,943	3,475,222	273,717

A copy of the press release announcing the results of the voting at the Special Meeting is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated September 5, 2012.

SIGNATURE

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.

			Sun Healthcare Group, Inc.
			(Registrant)
		By:	/s/ Jeffrey M. Kreger
Date:	September 5, 2012		Jeffrey M. Kreger
			Senior Vice President and Corporate Controller

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 5, 2012.

EX-99.1

EXHIBIT 99.1

Sun Healthcare Group, Inc.

Announces Results of Special Meeting of Stockholders

in Connection with Proposed Transaction with Genesis HealthCare LLC

Contact: Investor Inquiries (505) 468-2341

Media Inquiries (505) 468-4582

Irvine, Calif. (Sept. 5, 2012)—Sun Healthcare Group, Inc. (NASDAQ GS: SUNH) today announced that stockholders have approved the previously announced merger with Genesis HealthCare LLC. Stockholders also approved, on an advisory basis, the compensation arrangements that may be paid or become payable to Sun’s named executive officers in connection with the merger. The closing of the transaction remains subject to other customary conditions, including required regulatory approvals. Sun expects that the transaction will close in late fall 2012.

About Sun Healthcare Group, Inc.

           Sun Healthcare Group, Inc. (NASDAQ: SUNH) is a healthcare services company, serving principally the senior population, with consolidated annual revenues in excess of $1.9 billion and approximately 28,000 employees in 46 states. Sun's services are provided through its subsidiaries: as of June 30, 2012, SunBridge Healthcare and its subsidiaries’ continuing operations include 158 skilled nursing centers, 13 combined skilled nursing, assisted and independent living centers, 10 assisted living centers, two independent living centers and seven mental health centers with an aggregate of 21,349 licensed beds in 23 states; SunDance Rehabilitation provides rehabilitation therapy services to affiliated and non-affiliated centers in 36 states; CareerStaff Unlimited provides medical staffing services in 40 states; and SolAmor Hospice provides hospice services in 11 states. For more information, go to www.sunh.com.

Forward-looking Statements

           Statements made in this release regarding the Company’s expectations with respect to the closing of the transaction with Genesis HealthCare are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. Factors that could cause actual results to differ are identified in filings made by the Company with the Securities and Exchange Commission and include delays in or failure to satisfy required conditions to the closing of the proposed merger with Genesis HealthCare, including the receipt of required regulatory approvals with respect to the transaction; the outcome of any current or future litigation involving Sun or the transaction; and failure to consummate or delay in consummating the transaction for other reasons. More information on these and other risk factors that could affect the Company or the closing of the transaction are included in Sun's filings made with the Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which are available on Sun's web site, www.sunh.com. There may be additional risks of which the Company is presently unaware or that it currently deems immaterial.

               The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control. Sun cautions investors that any forward-looking statements made by Sun are not guarantees of future performance and are only made as of the date of this release. Sun disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.