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| MBH > SEC Filings for MBH > Form 8-K on 10-Jul-2008 | All Recent SEC Filings |
10-Jul-2008
Entry into a Material Definitive Agreement, Financial Statements
On July 7, 2008, MBF Healthcare Acquisition Corp. ("MBH"), Critical Homecare
Solutions Holdings, Inc. ("CHS"), and Kohlberg Investors V, L.P. (the "Seller's
Representative") entered into Amendment No. 2 (the "Amendment") to the Stock
Purchase Agreement, dated February 6, 2008 (the "Stock Purchase Agreement"), by
and among MBF, CHS and the Sellers' Representative and the other stockholders of
CHS (each, together with the Sellers' Representative, a "Seller" and
collectively the "Sellers").
The Amendment extends the Termination Date, as defined in Section 1.1 of the
Stock Purchase Agreement, from June 30, 2008 (with an automatic extension to
July 31, 2008 in the event that MBH's preliminary proxy statement has not
cleared comments from the Securities and Exchange Commission ("SEC") on or prior
to May 25, 2008) to September 30, 2008.
The foregoing description is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by this
reference.
Additional Information and Where to Find It.
On February 14, 2008, MBH filed a preliminary proxy statement concerning the
proposed transaction between MBH and CHS, which is subject to review by the SEC.
Amendment No. 1 to the preliminary proxy statement was filed on April 1, 2008,
Amendment No. 2 to the preliminary proxy statement was filed on May 2, 2008 and
Amendment No. 3 to the preliminary proxy statement was filed on June 3, 2008.
MBH stockholders and other interested persons are urged to read the definitive
proxy statement and other relevant materials when they become available as they
will contain important information about MBH, CHS and the proposed transaction.
Such persons can also read MBH's final prospectus dated April 17, 2007, for a
description of the security holdings of the MBH officers and directors and their
respective interests in the successful consummation of the proposed transaction.
The definitive proxy statement will be mailed to stockholders as of a record
date to be established for voting on the proposed transaction.
Participants in Solicitation.
MBH and its directors and executive officers and CHS and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the holders of MBH stock in respect of the proposed transaction.
Investors may obtain additional information regarding the interest of such
participants by reading the proxy statement relating to the proposed
transaction, MBH's Annual Report on Form 10-K for its fiscal year ended
December 31, 2007, filed with the SEC on March 28, 2008 and MBH's Quarterly
Report on Form 10-Q for its fiscal quarter ended March 31, 2008 filed with the
SEC on May 14, 2008.
(d) Exhibits.
Exhibit No. Description
2.1 Amendment No. 2, dated July 7, 2008, to the Stock Purchase Agreement,
dated February 6, 2008, by and among MBF Healthcare Acquisition Corp.,
Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P.
and other stockholders of Critical Homecare Solutions Holdings, Inc.
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