Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2013

 

 

InfuSystem Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35020   20-3341405

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

31700 Research Park Drive

Madison Heights, Michigan 48071

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 291-1210

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On July 31, 2013, the Board of Directors (the “Board”) of InfuSystem Holdings, Inc. (the “Company”), issued an open letter to all shareholders (the “Board Letter”) noting its Special Committee had decided that it is in the best interest of all shareholders to terminate the consideration of a potential sale of the Company, and the Board unanimously consented to the disbanding of the Special Committee.

The foregoing description of the Board Letter is only a summary, does not purport to be complete, and is qualified in its entirety by the terms of such letter, which are attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1   InfuSystem Holdings, Inc. Board of Directors Open Letter to All Shareholders, dated July 31, 2013

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INFUSYSTEM HOLDINGS, INC.
By:   /s/ Jonathan P. Foster
  Name: Jonathan P. Foster
  Title: Chief Financial Officer

Dated: July 31, 2013


EXHIBIT INDEX

 

Exhibit 99.1    InfuSystem Holdings, Inc. Board of Directors Open Letter to All Shareholders, dated July 31, 2013