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): December 23, 2008
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 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 23, 2008, the Board of Directors of AMN Healthcare Services, Inc. (AHS) unanimously voted to increase the Board to eight members and to appoint Dr. Michael Johns to fill the new directorship, effective December 23, 2008, until his successor is duly elected and qualified, or until he resigns, is removed, or becomes disqualified.
Dr. Johns has been the Chancellor of Emory University since October 2007. Prior to that, from 1996 through September 2007, Dr. Johns led Woodruff Health Sciences Center at Emory University, which includes the School of Medicine, the Nell Hodgson Woodruff School of Nursing, the Rollins School of Public Health, and Emory Healthcare. Until September 2007, Dr. Johns was the Executive Vice President of Health Affairs for Emory University, as well as the Chief Executive Officer of Woodruff Health Sciences Center and the Chairman of the Board of Directors of Emory Healthcare, both subsidiaries of Emory University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Dr. Johns also serves on a variety of private-sector and philanthropic boards, including Johnson & Johnson since 2005, the Genuine Parts Company since 2000 and the National Health Museum since 2008, and was recently appointed by the U.S. Secretary of Defense as a member of the Uniformed Services University of the Health Sciences (USU) Board of Regents.
In fiscal year 2007, AMN Healthcare, Inc., a wholly owned subsidiary of AHS, and its subsidiaries (AMN) provided staffing and recruitment services to Emory Healthcare for which AMN generated revenues of approximately $2.8 million. Such transactions were in the ordinary course of business and on competitive terms, and aggregate payments were less than 1% of either organization’s consolidated gross annual revenues.
As a new, non-employee director, Dr. Johns received 1,984 restricted stock units (RSUs) and 1,706 stock appreciation rights (SARs), to purchase shares of the Company’s stock at an exercise price of $8.21, the fair market value, based on the average price on December 22, 2008; and will receive an annual retainer of $50,000. The press release announcing Dr. Johns’ appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release issued by the Company on December 23, 2008. |
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 and Chief Executive Officer | ||
Date: December 30, 2008
Exhibit 99.1
Media Contact
Don Cowan
858.523.6622 or 619.417.5244
don.cowan@amnhealthcare.com
AMN Healthcare Appoints Dr. Michael Johns to its Board of Directors
Current Emory University chancellor and former Johns Hopkins dean
SAN DIEGO, Dec. 23, 2008 – AMN Healthcare Services, Inc. (NYSE: AHS), the nation’s largest healthcare staffing company, announced today that Michael Johns, M.D., chancellor of Emory University in Atlanta, has joined the company’s Board of Directors.
“Dr. Johns brings a wealth of knowledge and experience in leading complex administrative and academic organizations to new levels of excellence and service,” said Douglas D. Wheat, Chairman of the Board of AMN Healthcare. “Dr. Johns is widely renowned as a catalyst of new thinking in many areas of health policy and education of healthcare professionals. We look forward to him bringing his valuable perspective to AMN Healthcare’s board.”
“As healthcare providers and our nation’s legislative leadership escalate their exploration of innovative ways to improve the quality of care and the cost of care, this is an exciting time to join the AMN Healthcare board,” Dr. Johns said. “AMN Healthcare has delivered significant value to healthcare provider organizations and individual clinicians for over two decades, and I believe they are well-positioned to continue to evolve with the changing needs of their clients. I am looking forward to working with the company’s directors and management team.”
Before becoming Emory University’s fifth chancellor on October 1, 2007, Dr. Johns led the Woodruff Health Sciences Center at Emory University from 1996 to 2007, which includes the School of Medicine, the Nell Hodgson Woodruff School of Nursing, the Rollins School of Public Health, the Yerkes National Primate Research Center, and Emory Healthcare, the largest, most comprehensive health care system in Georgia.
With an annual budget of $2.1 billion, the Woodruff Health Sciences Center consists of more than 2,000 faculty and more than 1,500 adjunct faculty and collaborative scientists. These faculty and more than 13,000 staff help make Emory one of the four largest private employers in the Atlanta, GA metro area.
From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Under his leadership, the medical school moved into first place among all medical schools in sponsored research, completely revamped its curriculum to meet the challenges of a new era in healthcare, and developed a technology transfer program, which is considered a model of its kind. As head of the physician practice plan, he led the physicians at The Johns Hopkins Hospital, consistently ranked number one in the nation by U.S. News & World Report.
Dr. Johns also serves on a variety of private-sector and philanthropic boards, including Johnson & Johnson (JNJ) since 2005, the Genuine Parts Company (GPC) since 2000, the National Health Museum since 2008, and was recently appointed by the U.S. Secretary of Defense as a member of the Uniformed Services University of the Health Sciences (USU) Board of Regents. He is a past member of the Board of the Georgia Cancer Coalition, Blue Cross and Blue Shield of Maryland, Williams and Wilkins Company, I-Trax, Inc., and the Georgia Tech Research Center Inc.
Dr. Johns was elected to the Institute of Medicine (IOM) in 1993. He has served as a member of the IOM Council, as Vice Chair of the Council of the IOM, and on many IOM committees. He is a Fellow of the American Association for the Advancement of Science, and past Chairman of the Council of Teaching Hospitals of the Association of American Medical Colleges (AAMC). He was Editor of the Archives of Otolaryngology from 1992 to 2005, and serves on the editorial board of the Journal of the American Medical Association. He chairs the Journal Oversight Committee of the journal Academic Medicine.
Dr. Johns received his bachelor’s degree and continued with graduate studies in biology at Wayne State University in his hometown of Detroit. In 1969, he graduated with distinction from the University of Michigan Medical School.
About AMN Healthcare
AMN Healthcare Services, Inc. is the largest healthcare staffing company in the United States and the largest nationwide provider in all three of its business segments: travel nurse and allied staffing, locum tenens staffing (temporary physician staffing), and physician permanent placement services. AMN Healthcare recruits healthcare professionals both nationally and internationally and places them on variable lengths of assignments and in permanent positions at acute-care hospitals, physician practice groups and other healthcare settings throughout the United States. For more information, visit http://www.amnhealthcare.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The company based these forward-looking statements on its current expectations and projections about future events. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the company’s Annual Report on Form 10-K for the year ended December 31, 2007, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. These statements reflect the company’s current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time.
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