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): June 22 , 2011
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Ohio |
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001-33135 |
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31-1332119 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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Incorporation) |
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Identification No.) |
5057 Troy Road
Springfield, OH 45502-9032
(Address of Principal Executive Offices)
(937) 964-8974
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 22, 2011, Hearth & Home of Ohio, Inc. (“Purchaser”), a wholly owned subsidiary of AdCare Health Systems, Inc. (the “Company”), entered into an Amendment with Christopher F. Brogdon (“Mr. Brogdon”) which amends that certain Option Agreement between Purchaser and Mr. Brogdon, dated June 22, 2010 (the “Option Agreement”) to extend the last date on which the option provided for thereby may be exercised from June 22, 2011 to June 22, 2012 (the “Amendment”). Pursuant to the Option Agreement, as amended, Purchaser has an exclusive and irrevocable option exercisable until June 22, 2012 to purchase from Mr. Brogdon 100% percent of the issued and outstanding membership interests of Riverchase Village ADK, LLC (“Riverchase”) for a purchase price of $100,000.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2010 (the “Previous Current Report”), the Company: (i) entered into a five-year management contract with Riverchase on June 22, 2010 to manage Riverchase and (ii) guaranteed the repayment by Riverchase of certain bonds owing to The Medical Clinic Board of the City of Hoover. The information disclosed in Item 1.01 of the Previous Current Report, including Exhibits 99.1 through 99.5 thereto, is incorporated herein by reference.
Mr. Brogdon is the Company’s Chief Acquisitions Officer and Vice Chairman of the Company’s Board of Directors and beneficially owns approximately 15% of the Company’s common stock. For a further description of the Company’s relationship with Mr. Brogdon, please see the section entitled “Certain Information and Related Party Transactions” of the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 22, 2011, which section is incorporated herein by reference.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Amendment between Hearth & Home of Ohio, Inc. and Christopher F. Brogdon, dated as of June 22, 2011.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 28, 2011 |
ADCARE HEALTH SYSTEMS, INC. |
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/s/ Martin D. Brew |
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Martin D. Brew |
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Chief Financial Officer |
Exhibit 99.1
AMENDMENT
This Amendment (this “Amendment”) is made and entered into as of the 22 nd day of June, 2011 (the “Effective Date”) by and between Christopher F. Brogdon (“Seller”) and Hearth & Home of Ohio, Inc., an Ohio corporation (“Purchaser”).
RECITALS
Purchaser and Seller are parties to that certain Option Agreement dated as of June 22, 2010 (the “Option Agreement”); and
Purchaser and Seller desire to amend the Option Agreement on the terms hereinafter set forth.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. Capitalized Terms . Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Option Agreement.
2. Amendment . Section 1.2 of the Option Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
1.2 Term and Exercise of Option . The term of the Option shall commence on June 22, 2010 and shall terminate on June 22, 2012 (the “Option Period”), unless exercised as set forth herein. The Option may be exercised during the Option Period by the delivery of written notice by Purchaser to Seller (the “Exercise Notice”), at the address of Seller herein set forth, of Purchaser’s election to exercise the Option.
3. Ratification . Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Option Agreement remain in full force and effect.
4. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and a facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original or facsimile).