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 (Date of Earliest Event Reported): [September 16, 2004]
AMN Healthcare Services, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-16753 | 06-1500476 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
| 12400 High Bluff Drive, Suite 100 San Diego, California |
92130 | |
| (Address of principal executive offices) | (Zip Code) |
(866) 871-8519
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 16, 2004, we issued a press release announcing the appointment of David C. Dreyer, 48, as Chief Financial Officer and Chief Accounting Officer of the Company. A copy of this Press Release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
Mr. Dreyer’s appointment as Chief Financial Officer and Chief Accounting Officer is effective as of September 20, 2004. Mr. Dreyer joins AMN from Sicor, Inc., a manufacturer of complex pharmaceuticals with operations in the U.S., Italy, Mexico, Lithuania, China and Switzerland, recently acquired by Teva Pharmaceutical Limited – where he most recently served as Chief Financial Officer. Mr. Dreyer joined Sicor in 1997 as Corporate Controller, advanced to Chief Accounting Officer and then Chief Financial Officer.
As Chief Financial Officer, Mr. Dreyer’s base salary will be $325,000,
and he will receive a guaranteed bonus of $36,230 for 2004 performance. He will be eligible in 2005 for the Company’s Senior Management Incentive Bonus Plan. Mr. Dreyer has been granted options for 100,000 shares of the Company’s common
stock at the fair market value as defined in the Company’s Stock Option Plan, which vest over four years. Mr. Dreyer will also be entitled to one year’s annual salary in the event that he is discharged for other than for cause. The
severance agreement will be filed with an amendment to this current report on Form
8-K after it is executed.
In March 2004, we announced that Donald Myll, the Chief Financial Officer, intended to resign. Mr. Myll’s resignation was effective August 11, 2004, at which time we appointed Susan Nowakowski as interim Chief Financial Officer and Brent Rivard as interim Chief Accounting Officer.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release issued by the Company on September 16, 2004.
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 hereunto duly authorized.
| AMN Healthcare Services, Inc. | ||
| By: |
/s/ Steven C. Francis Steven C. Francis Chief Executive Officer | |
Date: September 16, 2004
Exhibit 99.1
| Contact |
| Renee L. Grable Mullen |
| Director of Investor Relations |
| 858-861-3229 |
FOR IMMEDIATE RELEASE
AMN HEALTHCARE SERVICES APPOINTS CHIEF FINANCIAL OFFICER
SAN DIEGO – (September 16, 2004) – AMN Healthcare Services, Inc. (NYSE: AHS), a leading healthcare staffing company, today announced the appointment of Mr. David C. Dreyer as Chief Financial Officer and Chief Accounting Officer to its executive management team, effective Monday, September 20, 2004. Mr. Dreyer joins AMN from Sicor, Inc. (NASDAQ: SCRI) - a manufacturer of complex pharmaceuticals with operations in the U.S., Italy, Mexico, Lithuania, China and Switzerland, recently acquired by Teva Pharmaceutical Industries Limited – where he most recently served as Chief Financial Officer. Mr. Dreyer joined Sicor in 1997 as Corporate Controller, advanced to Chief Accounting Officer and then Chief Financial Officer. While at Sicor, Mr. Dreyer led a comprehensive turnaround effort achieving profitability for the Company and was instrumental in negotiating the acquisition of Sicor by Teva. Prior to Sicor, Mr. Dreyer served in related senior financial positions within the pharmaceutical industry.
“Having led the financial operations and developed the strategic financial direction of Sicor, David brings strong financial and operational skills that will compliment AMN’s executive management group,” said Steven C. Francis, Chief Executive Officer. “We are delighted that David has joined AMN and welcome him.”
“It’s a pleasure to be joining a company with such great passion and drive to lead the industry,” said Dreyer. “The Company’s commitment to providing the highest level of service, its focus on innovation combined with the long-term market drivers offer tremendous opportunity,” concluded Dreyer.
Company Summary
AMN Healthcare Services, Inc., a leading healthcare staffing company, is the largest nationwide provider of travel nurse staffing services. The company recruits nurses and allied health professionals nationally and internationally and places them on temporary assignments, of variable lengths, at acute-care hospitals and healthcare facilities throughout the United States.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company has tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “projects,” “expects,” “plans,” “intends” and similar expressions. Similarly, statements herein that describe the company’s business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release include, but are not limited to those set forth in the company’s annual report on Form 10-K for the year ended December 31, 2003. These statements reflect the company’s current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time.