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MBH > SEC Filings for MBH > Form 8-K on 10-Jul-2008All Recent SEC Filings

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Form 8-K for MBF HEALTHCARE ACQUISITION CORP.


10-Jul-2008

Entry into a Material Definitive Agreement, Financial Statements


Item 1.01. Entry into a Material Definitive Agreement.

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.




Item 9.01. Financial Statements and Exhibits.

(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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