United States Securities & Exchange Commission EDGAR Filing


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 18, 2007

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[http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=5056966&doc=2]

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Cross Country Healthcare, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

0-33169

13-4066229

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6551 Park of Commerce Blvd., N.W., Boca Raton, FL 33487

(Address of Principal Executive Office) (Zip Code)

(561) 998-2232

(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 8.01

Other Events.


Incorporated by reference is a press release, issued by Cross Country Healthcare, Inc. (“the Company”) on July 18, 2007, and attached hereto as Exhibit 99.1.  This information is being furnished under Item 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1034, as amended, or otherwise subject to the liability of such section.


Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


 

Exhibit

 

Description

 

 

 

 

 

99.1

 

Press Release issued by the Company on July 18, 2007

 

 

 

 

 


 

 








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SIGNATURES

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.


        

CROSS COUNTRY HEALTHCARE, INC.

 

 

         

 

 

 

 

By:

/s/ EMIL HENSEL

 

Name: 

Emil Hensel

 

Title:

Chief Financial Officer

Dated:  July 19, 2007



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LINKS


Item 8.01

Other Events.

Item 9.01

Financial Statements and Exhibits.






United States Securities & Exchange Commission EDGAR Filing

Exhibit 99.1



[http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=5056966&doc=4]

     NEWS

FOR IMMEDIATE RELEASE


CROSS COUNTRY HEALTHCARE COMPLETES

ACQUISITION OF ASSENT CONSULTING


BOCA RATON, Fla. – July 18, 2007 – Cross Country Healthcare, Inc. (Nasdaq: CCRN) announced today that its ClinForce subsidiary has completed the previously disclosed acquisition of the shares of privately-held Assent Consulting for $19.6 million in cash.  This transaction also includes an earn-out provision up to a maximum of $4.9 million based on 2007 and 2008 performance criteria.  Cross Country Healthcare financed this acquisition using its revolving credit facility.  The Company expects this acquisition to be modestly accretive to its 2007 earnings.


Headquartered in Cupertino, California, Assent Consulting primarily provides highly qualified clinical research, biostatistics and drug safety professionals nationwide to companies in the pharmaceutical and biotechnology industries.  In 2006, Assent Consulting had revenue of $13.2 million and adjusted EBITDA of $2.6 million.


Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, income taxes, depreciation and amortization as adjusted for certain non-recurring expense items.


Cross Country Healthcare, Inc. is a leading provider of healthcare staffing services in the United States.  The Company has a national client base of over 4,000 hospitals, pharmaceutical companies and other healthcare providers.  Copies of this and other news releases as well as additional information about Cross Country can be obtained online at www.crosscountryhealthcare.com.  Shareholders and prospective investors can also register at the corporate website to automatically receive the Company’s press releases by e-mail.


This press release contains forward-looking statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", “suggests” and similar expressions are forward-looking statements.  These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.  These factors include: our ability to attract and retain qualified nurses and other healthcare personnel, costs and availability of short-term apartment leases for our travel nurses, demand for the healthcare services we provide, both nationally and in the regions in which we operate, the functioning of our information systems, the effect of existing or future government regulation and federal and state legislative and enforcement initiatives on our business, our clients' ability to pay us for our services, our ability to successfully implement our acquisition and development strategies, including from time to time entering into Letters of Intent which may or may not result in the completion of an acquisition, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, our ability to successfully defend the Company, its subsidiaries, and its officers and directors on the merits of any lawsuit or determine its potential liability, if any, and other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2006 as well as in our Quarterly Report on Form 10-Q for the period ended March 31, 2007.


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For further information, please contact:

Howard A. Goldman

Director/Investor & Corporate Relations

Phone: 877.686.9779

Email: hgoldman@crosscountry.com


6551 Park of Commerce Blvd., Boca Raton, FL 33487

Tel: (800) 347-2264   Fax: (561) 998-8533   www.crosscountry.com