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ANCI > SEC Filings for ANCI > Form 8-K on 31-Aug-2012All Recent SEC Filings

Show all filings for AMERICAN CARESOURCE HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN CARESOURCE HOLDINGS, INC.


31-Aug-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Yea


ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 31, 2012, American CareSource Holdings, Inc. (the "Company") announced that on such day it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the "Amendment") to effect a 1-for-3 reverse stock split ("reverse split") of its common stock, par value $0.01 per share (the "Common Stock"), effective at 9:30 a.m. Eastern Time on Tuesday, September 4, 2012 (the "Effective Time"). Because the Amendment does not reduce the number of authorized shares of Common Stock, the effect of the Amendment is to increase the number of shares of Common Stock available for issuance relative to the number of shares issued and outstanding.

At the Company's annual meeting of stockholders, held on June 11, 2012, the stockholders voted to amend the Company's certificate of incorporation for the purpose of effecting a reverse stock split and authorized its Board of Directors (the "Board") to determine, in its sole discretion, whether to effect the amendment, the timing of the amendment, and the specific ratio of the reverse stock split, provided that such ratio is 1-for-2, 1-for-2.5, 1-for-3, 1-for-3.5 or 1-for-4.

At the Effective Time, immediately and without further action by the Company's stockholders, every 3 shares of the Company's Common Stock issued and outstanding immediately prior to the Effective Time will automatically be combined into one share of Common Stock. In the event the reverse split leaves a stockholder with a fraction of a share, the stockholder will receive cash in lieu of such fractional share in an amount equal to the product obtained by multiplying (i) the closing sale price of the Common Stock on the business day immediately preceding the Effective Time as reported on the The Nasdaq Capital MarketŪ by (ii) the number of shares of the Common Stock held by the stockholder that would otherwise have been exchanged for the fractional share interest. Further, any options, warrants and rights outstanding as of the Effective Time that are subject to adjustment will be adjusted in accordance with the terms thereof. These adjustments may include, without limitation, changes to the number of shares of Common Stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable exercise or purchase price.

The Certificate of Amendment to the Certificate of Incorporation of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference herein. The press release announcing the Amendment is filed as Exhibit 99.1 hereto and is incorporated by reference herein.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to the Certificate of Incorporation of American CareSource Holdings, Inc., as amended
99.1 Press release of Registrant, dated August 31, 2012

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