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): July 17, 2006
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)) |
Section 1 – Registrant’s Business and Operations
| Item 1.02 | Termination of a Material Definitive Agreement. |
Steven C. Francis resigned his employment from the office of Executive Chairman of AMN Healthcare Services, Inc. (the “Company”) effective July 17, 2006, in accordance with Paragraph 5(g) of his Employment Agreement, dated May 4, 2005. Mr. Francis’ letter of resignation is attached hereto as Exhibit 99.1. Mr. Francis continues to serve as the non-executive Chairman of the Company’s Board of Directors and as a member of the Company’s Executive Committee.
Section 5 – Corporate Governance and Management
| Item 5.02(d) | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Paul E. Weaver, age 60, was elected to the Company’s Board of Directors on July 17, 2006, to serve until his successor is duly elected and qualified, or until he resigns, is removed, or becomes disqualified. He was also named to the Company’s Audit and Corporate Governance Committees.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Letter of Resignation, dated July 17, 2006, from Steven C. Francis. |
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/ Susan R. Nowakowski | |
| Susan R. Nowakowski | ||
| President & Chief Executive Officer | ||
Date: July 19, 2006
Exhibit 99.1
July 17, 2006
Board of Directors,
AMN Healthcare Services, Inc.
c/o Susan Nowakowski, CEO and President
12400 High Bluff Drive, Suite 100
San Diego, CA 92130
To the Board of Directors of AMN Healthcare Services, Inc.:
Due to my high level of confidence in the management team at AMN Healthcare and my desire to devote more of my time to pursuing other interests, I hereby tender my resignation from my officer position as Executive Chairman of AMN Healthcare Services, Inc. I do not resign my position as a member of the Board of Directors and look forward to continuing as the non-employee Chairman of the Board of Directors. This resignation is made in accordance with Section 5(f) of my employment agreement, and this letter is a “Notice of Termination” as that term is defined in Section 5(g) of my Employment Agreement.
| Sincerely, |
| /s/ Steven C. Francis |
| Steven C. Francis |
| Cc: | Douglas Wheat, Presiding Director | |
| Andrew Stern, Chair, Corporate Governance Committee | ||
| Denise L. Jackson, Secretary |