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
September
21, 2006
Date
of
Report (Date of earliest event reported)
Matria
Healthcare, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
0-20619
|
20-2091331
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
1850
Parkway Place, Marietta, GA
|
30067
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
770-767-4500
(Registrant's
Telephone Number, Including Area Code)
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
1.01 Entry
into a Material Definitive Agreement.
On
September 22, 2006, Matria Healthcare, Inc. (“Matria”), Diabetes Acquisition,
Inc. (“Diabetes Acquisition”), a wholly owned subsidiary of Matria, OPG Groep
N.V. and OPG Groep N.V.’s wholly-owned subsidiary, OPG Holding GmbH (the
“Purchaser”), entered into a definitive Sale and Purchase Agreement (the
“Purchase Agreement”) pursuant to which the Purchaser will purchase from Matria
and Diabetes Acquisition all of the outstanding shares of Matria Holding
GmbH.
Matria Holding GmbH is a wholly-owned subsidiary of Matria and Diabetes
Acquisition and the direct parent of Dia Real and eu-medical. As consideration
for the transaction, the Purchaser will pay Matria approximately $33
million in
cash, subject to adjustments as set forth in the Purchase
Agreement.
The
obligations of the parties to consummate the transactions contemplated
by the
Purchase Agreement are subject to certain conditions, including German
merger
control clearance. The parties have made customary representations, warranties
and covenants in the Purchase Agreement. Subject to certain specified
limitations, Matria and Diabetes Acquisition are obligated to indemnify
the
Purchaser against certain losses related to the indemnifying parties’ breaches
of representations and warranties contained in, or obligations under,
the
Purchase Agreement. The transaction is expected to close on or about
October 31,
2006.
The
foregoing description of the Purchase Agreement is not complete and is
qualified
in its entirety by reference to the full text of the Purchase Agreement,
a copy
of which is filed as Exhibit 2.1 to this Form 8-K and is incorporated
herein by
reference. A copy of the press release announcing the transaction is
filed with
this Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
On
September 21, 2006, the Board of Directors of the Company elected Myldred
H.
Mangum, age 58, as a Class III Director of the Corporation for a term
expiring
in 2007 or until her successor is elected and qualified. Ms. Mangum will
replace
Donald W. Weber. Mr. Weber, age 69, served on the Board of Directors
of the
Company for six years and as Chairman of the Audit Committee of the Board
since
July 2002. With the Company’s announced achievement of the last step in its
strategy to become a “pure play” in the disease management sector through the
sale of its German operations, Mr. Weber made the decision to retire
from the
Board to have more time to enjoy his retirement years. Joseph G. Bleser
was
elected to succeed Mr. Weber as Chairman of the Audit Committee of the
Board of
Directors.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
2.1 Sale
and
Purchase Agreement dated September 22, 2006, by and among Matria Healthcare,
Inc., Diabetes Acquisition, Inc., OPG Holding GmbH and OPG Groep
N.V.
99.1 Press
Release, dated September 25, 2006.
SIGNATURES
Pursuant
to the requirements of Section 12 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.
Matria
Healthcare, Inc.
By:
/s/
Parker H. Petit
Parker
H.
Petit
Chairman
and Chief Executive Officer
Dated:
September 27, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Exhibits
|
|
| 2.1 |
Sale and Purchase Agreement dated
September
22, 2006, by and among Matria Healthcare, Inc., Diabetes Acquisition,
Inc., OPG Holding GmbH and OPG Groep
N.V. |
| 99.1 |
Press Release, dated September
25,
2006. |