SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
Form
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED September
30, 2005
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OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 FOR THE TRANSITION PERIOD FROM ______ TO
_____
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Commission
file number 0-20619
MATRIA
HEALTHCARE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2091331
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1850
Parkway Place
Marietta,
Georgia
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30067
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(Address
of principal executive offices)
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(Zip
Code)
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(770)
767-4500
(Registrant’s
telephone number, including area
code)
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
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Yes
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xNo
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¨
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Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Exchange Act).
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Yes
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xNo
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¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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Yes
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¨No
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x
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The
number of shares outstanding of the issuer’s only class of common stock, $.01
par value, together with associated common stock purchase rights, as of November
1, 2005, was 20,734,252.
EXPLANATORY
NOTE
This
Amendment Number 1 to the registrant’s quarterly report on Form 10-Q for the
period ended September 30, 2005 is being filed solely to amend the cover page
to
the quarterly report as originally filed to include disclosure that the
registrant is not a “shell company” as defined in Rule 12b-2 of the Exchange
Act. The registrant has also included herewith Exhibits 31.1, 31.2, 32.1 and
32.2, as required by the filing of this amendment. No revisions have been made
to the financial statements or any other disclosure contained in the quarterly
report on Form 10-Q as originally filed.
PART
II¾OTHER
INFORMATION
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Item
6. Exhibits
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Exhibit
Number
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2.3*
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Agreement
and Plan of Merger by and among Matria Healthcare, Inc., WHI Acquisition
Corp., and WinningHabits, Inc., dated September 19,
2005.
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10.1*
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Consent
and Waiver Agreement and Amendment No. 7 to Loan and Security Agreement
by
and among Matria Women’s and Children’s Health, LLC and other subsidiaries
of Matria Healthcare, Inc. and HFG Healthco-4, LLC, dated as of September
22, 2005.
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10.2*
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2004
Stock Incentive Plan.
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10.3*
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Long-Term
Incentive Plan.
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10.4*
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2005
Employee Stock Purchase Plan.
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10.5*
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2005
Directors’ Non-Qualified Stock Option Plan.
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11*
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Computation
of Earnings (Loss) per Share.
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31.1
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Rule
13a-14(a)/15d-14(a) Certification by Parker H. Petit.
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31.2
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Rule
13a-14(a)/15d-14(a) Certification by Stephen M.
Mengert.
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32.1
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Section
1350 Certification by Parker H. Petit.
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32.2
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Section
1350 Certification by Stephen M.
Mengert.
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*
Previously filed.
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 thereunto
duly authorized.
MATRIA
HEALTHCARE, INC.
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November
9, 2005
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By:
/s/
Parker H. Petit
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Parker
H. Petit
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Chairman
of the Board and
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Chief
Executive Officer
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(Principal
Executive Officer)
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/s/
Stephen M. Mengert
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Stephen
M. Mengert
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Vice
President¾Finance
and Chief
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Financial
Officer
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(Principal
Financial Officer)
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