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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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JULY 19, 2001
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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MATRIA HEALTHCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20619 58-2205984
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1850 PARKWAY PLACE
MARIETTA, GEORGIA 30067
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES INCLUDING ZIP CODE)
(770) 767-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On July 9, 2001, the Registrant entered into an amended and restated
revolving credit facility for $30,000,000 and completed the private placement of
$125,000,000 aggregate principal amount of its 11% Senior Notes due 2008 in a
private offering. The Senior Notes are guaranteed by certain of the Registrant's
domestic subsidiaries.
The Senior Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act") or any state securities laws and may not
be reoffered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws. This Current Report on Form 8-K does not
constitute an offer to sell or the solicitation of an offer to buy the Senior
Notes.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit Description
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99.1 First Amended and Restated Credit Agreement dated as of July 19,
1999 and Amended and Restated as of July 9, 2001 among the
Registrant and certain subsidiaries, as Borrowers and the lenders
named therein as the Lenders, First Union National Bank as the
Administrative Agent and UBS Warburg LLC, as the Syndication
Agent, and arranged by First Union Securities, Inc.
99.2 Indenture dated as of July 9, 2001 by and among the Registrant,
the Guarantors named therein and Wells Fargo Minnesota, National
Association as Trustee, relating to the Registrant's 11% Senior
Notes due 2008.
99.3 Registration Rights Agreement dated as of July 9, 2001 by and
among the Registrant, the Guarantors named therein and the
Initial Purchasers named therein, relating to the Registrant's
11% Senior Notes due 2008.
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SIGNATURES
Pursuant to the requirements 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/ George W. Dunaway
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George W. Dunaway
Vice President -- Finance and
Chief Financial Officer
Dated: July 19, 2001
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