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EMS > SEC Filings for EMS > Form 8-K on 20-Nov-2009All Recent SEC Filings

Show all filings for EMERGENCY MEDICAL SERVICES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EMERGENCY MEDICAL SERVICES CORP


20-Nov-2009

Entry into a Material Definitive Agreement, Regulation FD Disclos


Item 1.01 Entry into a Material Definitive Agreement

On November 19, 2009, Emergency Medical Services Corporation (the "Company") entered into an Underwriting Agreement among the Company, the selling stockholders signatory thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. and J.P. Morgan Securities Inc. regarding a secondary offering of the Company's class A common stock (the "Common Stock") by certain selling stockholders. The Common Stock is being offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-163153) filed with the Securities and Exchange Commission on November 17, 2009 and related prospectus supplement, to be filed on November 20, 2009.



Item 7.01 Regulation FD Disclosure

On November 19, 2009, the Company issued a press release announcing the pricing of a secondary offering of its class A common stock by certain selling stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this report under Item 7.01, including the press release furnished as Exhibit 99.1, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                           Description of Exhibit

1.1               Underwriting Agreement, dated November 19, 2009.
99.1              Press Release of Emergency Medical Services Corporation, dated
                  November 19, 2009.


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