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PRSC > SEC Filings for PRSC > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for PROVIDENCE SERVICE CORP

Form 8-K for PROVIDENCE SERVICE CORP


27-Mar-2014

Entry into a Material Definitive Agreement, Termination of a Material Def


Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2014, The Providence Service Corporation (the "Company") entered into an Amendment and Termination of Rights Agreement (the "Amendment") with Computershare Trust Company, N.A. (the "Rights Agent"), which amended that certain Amended and Restated Rights Agreement (the "Rights Agreement"), dated as of December 9, 2011, by and between the Company and the Rights Agent (commonly referred to as a "poison pill"). The Amendment accelerates the expiration date of the Rights Agreement from December 9, 2014 to March 27, 2014, such that, as of 5:00 p.m. Eastern time on March 27, 2014, the preferred share purchase rights (the "Rights"), each representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock (the "Preferred Shares") of the Company will expire and no longer be outstanding and the Rights Agreement will terminate and be of no further force or effect.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.



Item 1.02 Termination of a Material Definitive Agreement.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.



Item 3.03 Material Modification to Rights of Security Holders.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware eliminating the Preferred Shares.

The foregoing is a summary only and does not purport to be a complete description of the Certificate of Elimination, and is subject to and qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 3.03.



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

The disclosure provided in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.



Item 9.01 Financial Statements and Exhibits.

Exhibit  Description

3.1      Certificate of Elimination dated as of March 27, 2014
         Amendment and Termination of Rights Agreement, dated as of March 27,
4.1      2014, by and between the Registrant and Computershare Trust Company,
         N.A., as Rights Agent


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