Orion Healthcorp (AMEX:ONH)
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Orion HealthCorp, Inc. (AMEX: ONH) today filed a Fourth Amended and
Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware to consummate the Company’s
previously announced 1-for-2,500 reverse stock split of the Company’s
Class A Common Stock (the “Reverse Split”)
immediately followed by at 2,500-for-1 forward stock split of its Class
A Common Stock (collectively, the “Splits”).
The Company intends to deregister its Class A Common Stock under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Each stockholder holding fewer than 2,500 shares of the Company’s
Class A Common Stock immediately prior to the effective date of the
Splits on December 10, 2007, had such shares automatically cancelled and
converted into the right to receive $0.23 for each share of Class A
Common Stock held immediately prior to the Reverse Split (the “Cashed
Out Stockholders”). The shares of Class A
Common Stock of each stockholder holding 2,500 or more shares prior to
the Reverse Split remain unchanged after the Splits. The Company’s
transfer agent, American Stock Transfer & Trust Company, will mail a
letter of transmittal to all of the Company’s
stockholders, providing instructions for how affected stockholders can
receive their cash payment.
Based on information available to the Company, the number of holders of
record of the Company’s Class A Common Stock
has been reduced to fewer than 300 as a result of the Splits, and the
Company intends to file a Form 15 with the Securities and Exchange
Commission (the “SEC”)
today in order to terminate the registration of its Class A Common Stock
under the Exchange Act. Upon the filing of the Form 15, the Company will
no longer be required to file periodic reports with the SEC, including
Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB, and
will no longer be subject to the SEC’s proxy
rules.
Terrence L. Bauer, chief executive officer of Orion HealthCorp, said, “We
are very pleased to have finalized this transaction, which will allow us
to take the Company private and enter the next phase of growth and
development of Orion HealthCorp. We believe we are making this
transition at a time of great opportunity for our organization and our
industry. The challenges facing the healthcare marketplace have resulted
in increased demand for services like those provided by our company.”
On December 10, 2007, the Company also issued additional senior
unsecured subordinated promissory notes due 2011 (the “New
Senior Unsecured Notes”) in the aggregate
original principal amount of $1,000,000 to each of Phoenix Life
Insurance Company, Brantley Partners IV, L.P. and Terrence L. Bauer. The
New Senior Unsecured Notes are providing in part the funds which are
being used to pay the Cashed Out Stockholders and other costs associated
with the Splits.
In closing, Mr. Bauer added, “Even though we
will no longer be a public company, we remain grateful to our loyal
stockholders, physicians, physician group clients and all other
stakeholders for their support. We look forward to continuing to work
with these constituencies for many years to come.”
Orion’s mission is to provide superior
billing, collections, practice, business and financial management
services for physicians, resulting in optimal profitability for its
clients and increased enterprise value for its stakeholders. For more
information on Orion HealthCorp, Inc., visit the Company’s
website at www.orionhealthcorp.com.
Certain statements in this press release constitute “forward-looking
statements” within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (the “Acts”).
Any statements contained herein that are not statements of historical
fact are deemed to be forward-looking statements, including all
statements regarding improving financial metrics and future growth.
The forward-looking statements in this press release are based on
current beliefs, estimates and assumptions concerning the operations,
future results, and prospects of Orion HealthCorp, Inc. and the other
companies described herein. As actual operations and results may
materially differ from those assumed in forward-looking statements,
there is no assurance that forward-looking statements will prove to be
accurate. Forward-looking statements are subject to the safe
harbors created in the Acts. Any number of factors could affect
future operations and results, including without limitation, changes in
federal or state healthcare laws and regulations and third party payer
requirements, changes in costs of supplies, the loss of major customers,
increases in labor and employee benefit costs, increases in interest
rates on the Company’s indebtedness as well
as general market conditions, competition and pricing, and the Company’s
ability to successfully implement its business strategies and integrate
acquisitions, including the expense and impact of any potential
acquisitions and the ability to obtain necessary approvals and financing.
Orion HealthCorp, Inc. undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information
or future events.