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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: March 22, 2005
ORION HEALTHCORP, INC.
(formerly SurgiCare, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1805 Old Alabama Road, Suite 350
Roswell, GA 30076
(Address of Principal Executive Offices) (Zip Code)
(678) 832-1800
(Registrant's Telephone Number, Including Area Code)
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):
|_| 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))
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Section 2 Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
(a) On March 16, 2005, Brantley Partners, IV, L.P. ("Brantley IV")
loaned Orion HealthCorp ("Orion") an aggregate of $1,025,000. It is
anticipated that Brantley Capital Corporation ("Brantley Capital")
will loan Orion an additional $225,000. The loans will bear simple
interest at a rate of 9% per annum. Principal and interest will be
payable in full upon maturity of the respective loans, which will be
the first anniversary of the date of the loan. The loans are
subordinate to all of Orion's other indebtedness for borrowed money
and rank pari passu with Orion's unsecured trade payables. Paul H.
Cascio, the Chairman of the Board of Directors of Orion, and Michael
J. Finn, a director of Orion, are affiliates of Brantley IV and
Brantley Capital. Additionally, Brantley IV and Brantley Capital are
principal stockholders of Orion and, together, hold approximately
50.9% of the outstanding voting stock of Orion.
Additionally, as part of this transaction, Orion will enter into an
agreement with Healthcare Business Credit Corporation whereby its
$4,000,000 secured two-year revolving credit facility will be reduced
by the amount of the loans from Brantley IV and Brantley Capital to
$2,750,000.
The parties are currently negotiating the definitive transaction
agreements with respect to the loans. Attached is a copy of the press
release issued on March 22, 2005, by Orion regarding the loans.
Section 3 Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On March 16, 2005, Orion received a letter from the American Stock
Exchange notifying Orion that it does not meet the Exchange's
continued listing standards because Orion is not in compliance with
Sections 134 and 1101 of the Amex Company Guide. The non-compliance
results from the failure to file an amended Form 8-K containing pro
forma financial information regarding the Company's restructuring that
resulted in the acquisition of Integrated Physician Solutions, Inc.,
Dennis Cain Physician Solutions, Inc., and Medical Billing Services,
Inc. The pro forma financial statements were required to be filed
within 75 days of completion of the restructuring or by March 2, 2005.
Orion believes that by filing the pro forma financial information,
which was filed on March 22, 2005, it has now complied with the
Exchange rules that resulted in issuance of the Exchange's deficiency
letter on March 16.
Attached is a copy of a press release issued on March 22, 2005, by
Orion regarding the Exchange action. Also attached is a copy of the
Exchange's March 16 letter to the Company.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
3.01 Letter from James P. Mollen, Director - Listing Qualifications,
American Stock Exchange, to Stephen H. Murdock, Orion
HealthCorp, Inc. (March 16, 2005)
99.1 Copy of press release issued by the Company on March 22, 2005
SIGNATURES
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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.
ORION HEALTHCORP, INC.
By: /s/ Stephen H. Murdock
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Stephen H. Murdock
Chief Financial Officer
Date: March 22, 2005
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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3.01 Letter from James P. Mollen, Director - Listing Qualifications,
American Stock Exchange, to Stephen H. Murdock, Orion HealthCorp, Inc.
(March 16, 2005)
99.1 Copy of press release issued by the Company on March 22, 2005.