ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 29, 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. 4 (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 amends the definition of Termination Date, as defined in
Section 1.1 of the Stock Purchase Agreement, to mean October 31, 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.
ITEM 8.01. Other Events
On September 2, 2008, MBH issued a press release announcing that on
August 28, 2008, MBH has executed a new financing commitment with CIT Healthcare
and Jefferies Finance LLC in connection with the transactions contemplated by
the Stock Purchase Agreement. A copy of the press release is attached as
Exhibit 99.1 to this report.
Additional Information and Where to Find It.
On June 3, 2008, MBH filed an amended preliminary proxy statement concerning
the proposed transaction, which is subject to review by the Securities and
Exchange Commission (SEC). MBH stockholders and other interested persons are
urged to read the 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. MBH stockholders will be able to obtain a free copy of the
definitive proxy statement through the SEC's internet website
(http://www.sec.gov). Copies of the proxy statement can also be obtained,
without charge, by directing a request to MBF Healthcare Acquisition Corp., 121
Alhambra Plaza, Suite 1100, Coral Gables, FL 33134.
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 definitive proxy statement relating to the proposed
transaction and MBH's Annual Report on Form 10-K for its fiscal year ended
December 31, 2007 when they become available.
Forward Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute forward-looking statements as that term is
defined by the United States Private Securities Litigation Reform Act of 1995.
Any such forward-looking statements contained herein are based on current
expectations, but are subject to a number of risks and uncertainties that may
cause actual results to differ materially from expectations such as material
adverse events affecting MBH and CHS, their ability to complete a business
combination and those other risks and uncertainties detailed in their filings
with the SEC. MBH and CHS caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. MBH and CHS do
not undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-
looking statement to reflect any change in their expectations or any change in
events, conditions or circumstances on which any such statement is based.
ITEM 9.01. Financial Statements and Exhibits
d) Exhibits
Exhibit No. Description
2.1 Amendment No 4. to the Stock Purchase Agreement
99.1 Press Release, dated September 2, 2008
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