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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
Date of Report (Date of earliest event reported): June 15, 2001 (June 5, 2001)
American Healthways, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-19364 62-1117144
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
3841 Green Hills Village Drive
Nashville, Tennessee 37215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 665-1122
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 5, 2001, American Healthways, Inc. (the "Company") announced
the acquisition of Empower Health, Inc. ("Empower") through the merger of
Empower with and into the Company, in accordance with the terms of an Agreement
and Plan of Merger dated June 5, 2001. The aggregate consideration paid by the
Company was 114,995 shares of its common stock. The Empower stockholders also
have the right to receive up to an additional 355,000 shares of Company common
stock based on the closing price of the Company's common stock on The Nasdaq
Stock Market during the period from October 1, 2001 to September 30, 2006. The
consideration was determined through arm's-length negotiations between the
Company and Empower.
In connection with and as a condition to the merger, Richard R.
Rakowski entered into an Employment Agreement with the Company which contains a
covenant not to compete with the Company for a period of one year following
termination of employment. Mr. Rakowski received an additional $350,000 as
consideration for his non-compete agreement. Mr. Rakowski will serve as
President of the Company.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(a) & (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Registrant believes that, if financial statements and pro
forma financial information are required (i) it is
impracticable prior to the filing of this Current Report on
Form 8-K to complete preparation of the financial statements
required to be filed pursuant to Rule 3-05 of Regulation S-X
and the pro forma financial information required to be filed
pursuant to Article 11 of Regulation S-X, and (ii) if
required, such information will be available, and will be
filed by the Registrant with the Securities and Exchange
Commission as promptly as practicable, within 60 days after
this Current Report on Form 8-K is required to be filed.
(c) Exhibits.
See Exhibit Index following signature page.
Item 9. Regulation FD Disclosure.
A press release issued by American Healthways, Inc. on June 14, 2001 is
attached hereto as Exhibit 99.
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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, thereto duly authorized.
American Healthways, Inc.
By: /s/ Henry D. Herr
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Name: Henry D. Herr
Title: Executive Vice President and
Chief Financial Officer
Date: June 15, 2001
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Exhibit Index
Exhibit No. Description
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2 Agreement and Plan of Merger, dated June 5, 2001 by and among
American Healthways, Inc., Empower Health, Inc. and all the
stockholders of Empower Health, Inc. (Schedules and other
exhibits are omitted from this filing, but Registrant will
furnish supplemental copies of the omitted materials to the
Securities and Exchange Commission upon request.)
99 Press Release dated June 14, 2001.