Form 8-K Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report: January 31, 2006

(Date of earliest event reported)

 

AMERIPATH, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-22313   65-0642485

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

7111 Fairway Drive, Suite 400

Palm Beach Gardens, Florida 33418

(Address of Principal Executive Offices, Zip Code)

(561) 712-6200

(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 registrants under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On February 3, 2006, AmeriPath, Inc. (“AmeriPath”) filed a Current Report on Form 8-K announcing, among other things, that AmeriPath completed its previously announced acquisition of Specialty Laboratories, Inc. (“Specialty”). The Current Report on Form 8-K filed on February 3, 2006 by AmeriPath and the Amended Current Report on Form 8-K filed on April 12, 2006 are incorporated into this document by reference and such Current Reports on Form 8-K are hereby amended as set forth below.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (a) (a) Financial statements of business acquired.

The following audited consolidated financial statements of Specialty Laboratories, Inc. and the related report of its independent registered public accounting firm are filed hereto as Exhibit 99.1:

Specialty Laboratories, Inc. consolidated financial statements as of December 31, 2005 and December 31, 2004 and for each of the three years in the period ended December 31, 2005.

 

  (b) Unaudited pro forma combined condensed financial information.

The unaudited pro forma combined condensed balance sheet of AmeriPath, Inc. and Specialty Laboratories, Inc. as of December 31, 2005 and the unaudited pro forma combined condensed statements of operations of AmeriPath, Inc. and Specialty Laboratories, Inc. for the year ended December 31, 2005 are included in Exhibit 99.2.

 

  (c) Exhibits

 

Exhibit   

Description

99.1    Specialty Laboratories, Inc. audited consolidated financial statements as of December 31, 2005 and December 31, 2004 and for each of the three years in the period ended December 31, 2005.
99.2    The unaudited pro forma combined condensed balance sheet of AmeriPath, Inc. and Specialty Laboratories, Inc. as of December 31, 2005 and the unaudited pro forma combined condensed statements of operations of AmeriPath, Inc. and Specialty Laboratories, Inc. for the year ended December 31, 2005.

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 19, 2007     AMERIPATH, INC.
    By:  

/s/ David L. Redmond

    Name:   David L. Redmond
    Title:   President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit   

Description

99.1    Specialty Laboratories, Inc. audited consolidated financial statements as of December 31, 2005 and December 31, 2004 and for each of the three years in the period ended December 31, 2005.
99.2    The unaudited pro forma combined condensed balance sheet of AmeriPath, Inc. and Specialty Laboratories, Inc. as of December 31, 2005 and the unaudited pro forma combined condensed statements of operations of AmeriPath, Inc. and Specialty Laboratories, Inc. for the year ended December 31, 2005.