UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
March 14, 2013 (March 14, 2013)
ADVOCAT INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-12996
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62-1559667
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1621 Galleria Boulevard, Brentwood, TN 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 771-7575
(Registrant's telephone number, including area code)
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:
[ ] 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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(a)
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On March 13, 2013, Advocat Inc. (the “Company”) filed a Certificate of Ownership and Merger of Diversicare Healthcare Services Inc. with and into Advocat Inc. with the Secretary of State. As a result of this filing, a wholly owned subsidiary of the Company will be merged with in into the Company and the Company will change its name from Advocat Inc. to Diversicare Healthcare Services Inc. The effective date of the merger and therefore the name change is March 15, 2013. A copy of the Certificate of Ownership and Merger is filed as exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
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In connection with the name change, the Company is also taking the following steps:
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Amended its bylaws to reflect the new name of the Company;
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Obtained a new CUSIP number for its common stock which is
255104 101
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Changed its NASDAQ ticker symbol from “AVCA” to “DVCR” effective with the market open on Monday March 18, 2013.
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Item 8.01. Other Events.
Advocat Inc. today announced that the Company will be changing its legal name to Diversicare Healthcare Services, Inc. effective after the close of business on March 15, 2013, NASDAQ will change the Company’s ticker symbol from AVCA to DVCR. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number
Exhibit
3.1 Certificate of Ownership and Merger of Diversicare Healthcare Services Inc. with and into Advocat Inc.
99.1 Press Release dated March 14, 2013.
CERTIFICATE OF OWNERSHIP AND MERGER
OF
DIVERSICARE HEALTHCARE SERVICES INC.
(a Delaware corporation)
WITH AND INTO
ADVOCAT INC.
(a Delaware corporation)
It is hereby certified that:
1. Advocat Inc. is a business corporation of the State of Delaware.
2. Advocat Inc. is the owner of all of the outstanding shares of common stock of Diversicare Healthcare Services Inc., which is incorporated under the laws of the State of Delaware and is hereinafter referred to as the “Subsidiary Corporation.”
3. Advocat Inc. hereby merges the Subsidiary Corporation into Advocat Inc.
4. The following is a copy of the resolutions adopted on February 28, 2013 by the Board of Directors of Advocat Inc. to merge the Subsidiary Corporation into Advocat Inc.:
RESOLVED, that the Subsidiary Corporation be merged into this Company, and that all of the estate, property, rights, privileges, powers, and franchises of the Subsidiary Corporation be vested in and held and enjoyed by this Company as fully and entirely and without change or diminution as the same were before held and enjoyed by the Subsidiary Corporation in its name;
RESOLVED, that this Company assume all of the obligations of the Subsidiary Corporation;
RESOLVED, that this Company shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware and will cause to be performed all necessary acts within the State of Delaware;
RESOLVED, that pursuant to Section 253(b) of the Delaware General Corporation Law, upon the effective date of the merger, the name of this Company shall be changed from “Advocat Inc.” to “Diversicare Healthcare Services, Inc.”
5. The effective date of the merger shall be March 15, 2013.
Executed on this 12th day of March, 2013.
ADVOCAT INC.,
a Delaware corporation
By:___
/s/ James R. McKnight, Jr.
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James R. McKnight, Jr.
Executive Vice President & Chief Financial Officer
Company Contact:
Investor Relations:
Kelly J. Gill
Charles Lynch
Chief Executive Officer
Westwicke Partners
615-771-7575
443-213-0504
Advocat Announces Name Change
BRENTWOOD, TN, (March 14, 2013) -
Advocat Inc. (NASDAQ: AVCA) a premier provider of long term care services primarily in the Southeast and Southwest, today announced that the Company will be changing its legal name to Diversicare Healthcare Services, Inc. in alignment with the naming of its operating subsidiaries. Effective after the close of business on March 15, 2013, NASDAQ will migrate the Company's ticker symbol from AVCA to DVCR. The Company's website,
www.advocat-inc.com
, soon to be
www.dvcr.com
, will reflect the rebranding before the market opens on March 18, 2013.
Commenting on the name change, Kelly J. Gill, the Company's President and Chief Executive Officer, stated, “We are excited to be rebranding our public company to match the naming of our operating subsidiaries and branding of our healthcare centers. Diversicare's mission is to
improve every life we touch by providing exceptional healthcare and exceeding expectations
. The Diversicare culture is built on the five core values of
Integrity, Excellence, Compassion, Teamwork and Stewardship
. These values apply not only in providing quality care, but also in our relationship with our shareholders. Our patients and residents, as well as many of our shareholders, know us as Diversicare and we are proud to have unified branding throughout our organization. Diversicare is a trusted name with decades of quality care as its legacy. This change in name and refocusing on our mission, vision and values is another step in our commitment to growing shareholder value and providing quality patient care.”
Diversicare provides long-term care services to patients in 48 skilled nursing centers containing 5,538 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit our website:
www.advocat-inc.com
or
www.dvcr.com
.