SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2012
ALLIANCE HEALTHCARE SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
(Registrants telephone number, including area code)
(Former address of principal executive offices)
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):
Item 8.01. Other Events
On December 7, 2012, Alliance HealthCare Services, Inc. (the Company) announced that the Companys Board of Directors has approved a 1-for-5 reverse stock split for the Companys common stock (the Reverse Stock Split). The Reverse Stock Split will be effective as of the close of trading on December 26, 2012, such that the Companys common stock (NYSE symbol AIQ) will commence trading on a post-split basis at the opening of the market on December 27, 2012. However, such timing will be subject to the final determination of the New York Stock Exchange. The ticker symbol for the Companys common stock will not change, but the Companys common stock will trade under a new CUSIP number.
On December 7, 2012, the Company filed a Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. A copy of the Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation is being filed as Exhibit 3.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K contains forward-looking statements relating to future events, including statements related to the Reverse Stock Split, including the expected effective date and the expected first date of trading on a post-split basis. In this context, forward-looking statements often address the Companys expected future business and financial results and often contain words such as expects, anticipates, intends, plans, believes, seeks or will. Forward-looking statements by their nature address matters that are uncertain and subject to risks. Such uncertainties and risks include: changes in the preliminary financial results and estimates due to the restatement or review of the Companys financial statements; the nature, timing and amount of any restatement or other adjustments; the Companys ability to make timely filings of its required periodic reports under the Securities Exchange Act of 1934; issues relating to the Companys ability to maintain effective internal control over financial reporting and disclosure controls and procedures; the Companys high degree of leverage and its ability to service its debt; factors affecting the Companys leverage, including interest rates; the risk that the counterparties to the Companys interest rate swap agreements fail to satisfy their obligations under these agreements; the Companys ability to obtain financing; the effect of operating and financial restrictions in the Companys debt instruments; the accuracy of the Companys estimates regarding its capital requirements; the effect of intense levels of competition in the Companys industry; changes in the methods of third party reimbursements for diagnostic imaging and radiation oncology services; fluctuations or unpredictability of the Companys revenues, including as a result of seasonality; changes in the healthcare regulatory environment; the Companys ability to keep pace with technological developments within its industry; the growth in the market for MRI and other services; the disruptive effect of hurricanes and other natural disasters; adverse changes in general domestic and worldwide economic conditions and instability and disruption of credit markets; difficulties the Company may face in connection with recent, pending or future acquisitions, including unexpected costs or liabilities resulting from the acquisitions, diversion of managements attention from the operation of the Companys business, and risks associated with integration of the acquisitions; and other risks and uncertainties identified in the Risk Factors section of the Companys Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (the SEC), as
may be modified or supplemented by our subsequent filings with the SEC. These uncertainties may cause actual future results or outcomes to differ materially from those expressed in the Companys forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update its forward-looking statements except as required under the federal securities laws.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.