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)

February 20, 2020 (February 14, 2020)

Diversicare Healthcare Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12996	62-1559667
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)

1621 Galleria Boulevard Brentwood, TN 37027-2926

(Address of principal executive offices)

(615) 771-7575

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DVCR	OTCQX

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		¨

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

(b) Resignation of Executive Officer

Today the Board of Directors of Diversicare Healthcare Services, Inc. announced the resignation of Leslie C. Campbell as Executive Vice President and Chief Operating Officer of the Company, effective March 31, 2020. In connection with her resignation, on February 14, 2020, the Company and Ms. Campbell entered into a Separation Agreement memorializing the terms of her separation of employment (the “Separation Agreement”). The Separation Agreement provides that, in consideration for Ms. Campbell’s release of claims against the Company and its affiliates and her post-employment covenants set forth in the Separation Agreement, Ms. Campbell will be entitled to receive separation benefits equal to $187,500, which is her 2019 bonus.

(c) Newly Appointed Executive Officer

The Board of Directors of Diversicare Healthcare Services, Inc. also announced that it has entered into an offer letter with Rebecca B. Bodie, age 63, to hire her as Executive Vice President and Chief Operating Officer of the Company. Ms. Bodie will re-join the Company no later than March 16, 2020 at an initial salary of $300,000.  

Prior to joining the Company, Ms. Bodie served in the Department of Operations at Consulate Health Care Services for the past four years. Consulate is a provider of senior healthcare services, specializing in post-acute care. Ms. Bodie also spent three years at Diversicare Management Services, where she served as Vice President of Operations. Ms. Bodie is an occupational therapist and a licensed nursing home administrator.

A copy of the press release announcing the resignation of Ms. Campbell and the appointment of Ms. Bodie is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.        Description

99.1Press Release dated February 20, 2020

104            Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

DIVERSICARE HEALTHCARE SERVICES, INC.

By: /s/ Kerry D. Massey

Kerry D. Massey

Chief Financial Officer

Date:    February 20, 2020

EX-99.1

Company Contact:	Investor Relations:
James R. McKnight, Jr.	Kerry D. Massey
Chief Executive Officer	Chief Financial Officer
615-771-7575	615-771-7575

Rebecca Bodie Named Chief Operating Officer of Diversicare

BRENTWOOD, TN, (February 20, 2020) Diversicare Healthcare Services, Inc. (OTCQX: DVCR), a premier provider of long-term care services, announced today that Ms. Rebecca Bodie will be joining the Company in March 2020 as Executive Vice President and Chief Operating Officer, taking over the position from former Chief Operating Officer, Ms. Leslie Campbell, who resigned effective March 31, 2020.

Commenting on the announcement, Jay McKnight, President and Chief Executive Officer, said, “I am extremely pleased that Becky Bodie will be returning to Diversicare as our COO. Becky was with us from 2013 until 2016, a key time in the Company’s growth, and we are excited to have her rejoining the team. She has extensive experience in our industry and has held key leadership positions in nursing home operations, therapy, compliance, reimbursement, and other related areas of long-term care. Ms. Bodie is an occupational therapist and a licensed nursing home administrator.”

Mr. McKnight continued, “It is with mixed emotions that we announce that Leslie Campbell will be leaving Diversicare next month. Leslie has been an integral part of our Company, a consistent leader of her team, and a great partner to me in my roles as CFO and now CEO. We greatly appreciate the fact that Leslie has continued with us through the conclusion of our government matter - a matter that originated before she or I joined the company. Personally and on behalf of our Board, we thank Leslie for everything she has done for Diversicare and we wish her all the best in her next opportunity.”

Mr. McKnight concluded, “With the phenomenal team we have, Leslie’s commitment to a smooth transition plan, and Becky’s return to the Company, we are confident that we will continue our recent progress.”

About Diversicare Healthcare Services, Inc.

As of February 20, 2020, Diversicare provides long-term care services to patients in 62 skilled nursing and senior housing centers containing 7,329 licensed nursing beds. For additional information about the Company, visit Diversicare's web site: www.DVCR.com.

FORWARD-LOOKING STATEMENTS

The "forward-looking statements" contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictive in nature and are frequently identified by the use of terms such as "may," "will," "should," "expect," "believe," "estimate," "intend," and similar words indicating possible future expectations, events or actions. These forward-looking statements reflect our current views with respect to future events and present our estimates and assumptions only as of the date of this release. Actual results could differ materially from those contemplated by the forward-looking statements made in this release. In addition to any assumptions and other factors referred to specifically in connection with such statements, other factors, many of which are beyond our ability to control or predict, could cause our actual results to differ materially from the results expressed or implied in any forward-looking statements including, but not limited to, our ability to successfully integrate the operations of new nursing centers, as well as successfully operate all of our existing centers, our ability to increase census at our renovated centers, changes in governmental reimbursement, government regulation, the impact of the recently adopted federal health care

reform or any future health care reform, any increases in the cost of borrowing under our credit agreements, our ability to extend or replace our current credit facility, our ability to comply with covenants contained in those credit agreements, our ability to renew or extend our leases at or prior to the end of the existing lease terms, the outcome of professional liability lawsuits and claims, our ability to control ultimate professional liability costs, the accuracy of our estimate of our anticipated professional liability expense, the impact of future licensing surveys, the outcome of proceedings alleging violations of state or Federal False Claims Acts, laws and regulations governing quality of care or other laws and regulations applicable to our business including HIPAA and laws governing reimbursement from government payors, the costs of investing in our business initiatives and development, our ability to control costs, changes to our valuation of deferred tax assets, changes in occupancy rates in our centers, changing economic and competitive conditions, changes in anticipated revenue and cost growth, no assurance that an active market for the Company’s Common Stock will develop on OTCQX, changes in the anticipated results of operations, the effect of changes in accounting policies as well as others. The Company has provided additional information in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as in its other filings with the Securities and Exchange Commission, which readers are encouraged to review for further disclosure of other factors. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from anticipated results. These risks and uncertainties also may result in changes to the Company's business plans and prospects. Diversicare Healthcare Services, Inc. is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.

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