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
March
22, 2006
Date
of
Report (Date of earliest event reported)
Matria
Healthcare, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
(Commission
File Number) (IRS
Employer Identification No.)
1850
Parkway Place, Marietta, GA
30067
(Address
of Principal Executive Offices) (Zip Code)
770-767-4500
(Registrant's
Telephone Number, Including Area Code)
Not
Applicable
(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 (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))
Item
7.01. Regulation FD Disclosure.
On
March
22, 2006 Parker H. Petit, the Chairman and Chief Executive Officer of Matria
Healthcare, Inc. (the “Company”) issued a statement to investors regarding a
report that has been circulating relative to disclosures in the Company’s 2005
10-K. A copy of the statement is furnished herewith as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
The
following exhibit is furnished herewith:
| 99.1 |
Statement
dated March 22, 2006, issued to Investors from Parker H.
Petit.
|
SIGNATURES
Pursuant
to the requirements of Section 12 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.
Matria
Healthcare, Inc.
By:
/s/
Parker H. Petit
Parker
H.
Petit
Chairman
and Chief Executive Officer
Dated:
March 22, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Exhibits
|
|
| 99.1 |
Letter
to Investors from Parker H. Petit, dated March 22, 2006.
|