8-K 1 v130964_8k.htm Unassociated Document
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): November 4, 2008
 
 
CONMED HEALTHCARE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
0-27554
42-1297992
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

7250 Parkway Dr.
Suite 400
Hanover, MD
(Address of principal executive offices)
  
 
21076
(Zip Code)

Registrant’s telephone number, including area code: (410) 567-5520
 
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 8.01. Other Events.

On November 6, 2008, Conmed Healthcare Management, Inc. (the “Company”) issued a press release announcing that it has acquired Maryland based Correctional Mental Health Services, LLC (“CMHS”) for $2.2 million in total consideration, which consists of $1.8 million in cash, approximately 81,000 shares of the Company’s stock, and the assumption of certain other liabilities and expenses. CMHS provides behavioral health services to 13 counties in Maryland and currently employs or contracts with 24 professionals. The transaction closed on November 4, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit No.
Description
99.1
Press release dated November 6, 2008

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements that are not historical facts, including statements which may be identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “projects”, “potentially” or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties including those contained in its public filings. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control including, without limitation, the Company's ability to increase revenue and to continue to obtain contract renewals and extensions. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-KSB filed with the SEC for the fiscal year ended December 31, 2007. Investors and security holders are urged to read this document free of charge on the SEC's web site at www.sec.gov. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

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SIGNATURE
 
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.
     
  CONMED HEALTHCARE MANAGEMENT, INC.
 
 		  
 		  
 
  By:   /s/ Thomas W. Fry
  Name: Thomas W. Fry
  Title: Chief Financial Officer
   
Date: November 6, 2008