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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: April 12, 2005
ORION HEALTHCORP, INC.
(formerly SurgiCare, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Incorporation) Number) Identification Number)
1805 Old Alabama Road, Suite 350
Roswell, GA 30076
(Address of Principal Executive Offices) (Zip Code)
(678) 832-1800
(Registrant's Telephone Number, Including Area Code)
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))
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Item 8.01 Other Events
On April 5, 2005, Orion HealthCorp, Inc. received a letter from the
American Stock Exchange stating that it had reviewed Orion's plan of
compliance, which was submitted on March 10, 2005, in response to an
earlier letter received from the Exchange notifying Orion of its
failure to comply with listing standards in connection with two
issuances of common stock in 2003 and 2004 without advanced
shareholder approval. The April 5th letter stated that the American
Stock Exchange has granted the Company an extension of time to regain
compliance with the continued listing standards. The Company will be
subject to periodic review by Exchange staff during the extension
period, which ends May 31, 2005. Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the American Stock Exchange. Pursuant to
its compliance plan, the Company intends to submit the prior stock
issuances for stockholder approval at the 2005 Annual Meeting of
Stockholders.
Attached is a copy of a press release issued on April 12, 2005, by
Orion regarding the Exchange action. Also attached is a copy of the
Exchange's April 5, 2005, letter to the Company.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
8.01 Letter from James P. Mollen, Director - Listing Qualifications,
American Stock Exchange, to Keith LeBlanc, Orion HealthCorp, Inc.
(April 5, 2005)
99.1 Copy of press release issued by the Company on April 12, 2005
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORION HEALTHCORP, INC.
By: /s/ Stephen H. Murdock
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Stephen H. Murdock
Chief Financial Officer
Date: April 12, 2005
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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8.01 Letter from James P. Mollen, Director - Listing Qualifications,
American Stock Exchange, to Stephen H. Murdock, Orion HealthCorp, Inc.
(March 16, 2005)
99.1 Copy of press release issued by the Company on April 12, 2005.