8-K

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 (Date of earliest event reported): June 5, 2008

MEDICAL STAFFING NETWORK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31299	65-0865171
(Commission File Number)	(I.R.S. Employer Identification No.)

901 Yamato Road, Suite 110, Boca Raton FL	33431
(Address of Principal Executive Offices)	(Zip Code)

(561) 322-1300

(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:

¨ 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 7.01. Regulation FD Disclosure.

As previously announced, Medical Staffing Network Holdings, Inc. (the “Company”) will be participating in the BMO Capital Markets Healthcare Staffing Forum to be held on Thursday, June 5, 2008. A live broadcast of the Company’s conference presentation will be available on Thursday, June 5, 2008, at 9:30 a.m., Eastern Time. To access the broadcast and the Company’s slide presentation for the conference, listeners should go to the Investor Relations section of the Company’s website, http://www.msnhealth.com, approximately 15 minutes prior to the event to register and download any necessary software. For those unable to hear the live broadcast, a replay will be available after the presentation for 30 days at the same website address.

The slides to be presented at the conference are attached as Exhibit 99.1 to this report. The slides attached to this report as Exhibit 99.1 are furnished pursuant to this Item 7.01 and neither these slides nor the information on the http://www.msnhealth.com website shall be deemed filed in this or any other filing of the Company with the Securities and Exchange Commission, unless expressly incorporated by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Presentation Slides.

2

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.

Date: June 5, 2008	MEDICAL STAFFING NETWORK HOLDINGS, INC.
	By:	/s/ Kevin S. Little
		Kevin S. Little President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
99.1	Presentation Slides.

4

EX-99.1

BMO Capital Markets

Healthcare Staffing Forum

June 5, 2008

Exhibit 99.1

1

This presentation contains forward-looking statements, including those regarding

Medical Staffing Network Holdings, Inc. and the services it provides. Investors are

cautioned not to place an undue reliance on these forward-looking statements,

which will speak only as of the date of this presentation. These

statements involve

known and unknown risks, uncertainties and other factors that may cause actual

results and performance to materially differ from any future results or performance

expressed or implied by these forward-looking statements. A description of these

factors can be found in our Form 10-K for the year ended December 30, 2007, a

copy of which is available on our website. Medical Staffing Network Holdings, Inc.

undertakes no obligation to publicly revise these forward-looking statements.

This presentation does not serve as an update to any previous comments or

statements made by management. The Company will not provide any such

updates except in the form of a press release or Form 8-K filing.

Safe Harbor Statement

2

Company Overview

Founded in 1998 by members of the current management team

Largest provider of per diem nurse staffing in the country

•

Branch network of over 110 offices across the US

Broad and diversified base of clients and professionals

•

Over 7,000 client facilities served

•

Over 28,000 active professionals in database

Diversified service lines

Sophisticated information systems platform

First national provider of per diem services to achieve Joint Commission

Health Care Staffing Services Certification

3

Industry Overview

Source: Staffing Industry Analysts

($ in billions)

Y/Y Growth      (8.5)%       (3.0)%         2.5%          6.0% 

7.0%          8.0%          7.9%

4

Nurse Staffing Industry Overview

Per Diem Nursing

Largely Fragmented

Travel Nursing

Highly Consolidated

Top 2

Companies

(est.)

Top 7

Companies

(est.)

Market Size:

Estimated $4.2 billion

Approximately 66% of

nurse staffing industry

Estimated $2.1 billion

Approximately 34% of

nurse staffing industry

Market

Concentration:

25%

70%

“It’s

estimated

that

70%

of

nurses

are

married

&

have

or

will

switch

from

full-time

to

part-time

employment”

Peter

Buerhaus,

Ph.D.,

RN,

FAAN

Large pool of available

nurses

Limited pool –

generally

young and/or unmarried

Nurse Availability:

Source: Staffing Industry Analysts

5

Long-Term Industry Growth Drivers

Long-term imbalance between supply and demand

Significant increase in utilization of healthcare services

as

population ages

Hospitals require a variable labor pool to deal with fluctuations in

admissions levels

Significant burnout of full-time nursing professionals drives turnover and

increases utilization of temporary staff

Increased staffing levels due to new staffing ratio and overtime

legislation in a number of states

6

Recent Market Trends

Hospitals are overutilizing

their full-time staff

•

Patient loads and overtime are higher than normal

•

Legislation in some states is already addressing the issue

Currently, demand has also been impacted by lower than anticipated

hospital admissions

The healthcare industry is consolidating its vendor base

•

75% of per diem staffing services are provided by thousands of

independent, inefficient and geographically limited vendors

•

Consolidation reduces administrative costs and improves

consistency and quality of service

•

Projected that more than half of facilities will be in a vendor

managed services or preferred-staffing relationship in the next five

years

7

Recent Market Trends (continued)

More favorable pricing environment

Independent study supports high quality of supplemental staffing

Facilities are raising service-level expectations of staffing companies

o

In 2005, the Joint Commission launched a certification program for

healthcare staffing organizations. In 2006, MSN’s

national branch

network completed the Joint Commission’s comprehensive review

process

in

order

to

earn

its

Gold

Seal

of

Approval™

for

a

second

consecutive year. The Company is one of the largest national providers

of diversified healthcare staffing services, which includes per diem

nursing, travel and allied health, to achieve Joint Commission

certification for all of its locations.

8

1.0

1.5

2.0

2.5

3.0

2000

2005

2010

2015

2020

Supply –

Demand Imbalance

35.1

36.7

40.2

46.8

54.6

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

2000

2005

2010

2015

2020

Source: U.S. Census Bureau, Population Projections

Bureau, March, 2004

Source: U.S. Department of Health and Human Services, Health

Resources and Services Administration, 2004 National Sample of

Registered Nurses

American Population Over 65

(in millions)

Registered Nurse Shortage Projection

(in millions)

DEMAND of

FTE RNs

SUPPLY of

FTE RNs

9

Who are the Nurses?

0

100,000

200,000

300,000

400,000

500,000

600,000

<25

25-29

30-34

35-39

40-44

45-49

50-54

55-59

60-64

>65

1980

1992

2004

Source: U.S. Department of Health and Human Services, Health Resources and Services Administration, 2004 National Sample of

Registered Nurses

Age Distribution of Registered Nurses

10

25%

50%

25%

<30

31-49

>50

Who are the Nurses? (continued)

2004: average age 46.8

Aging of the Registered Nurse Workforce

1980: average age 41

8%

51%

41%

<30

31-49

>50

Source: U.S. Department of Health and Human Services, Health Resources and Services Administration, 2004 National Sample of

Registered Nurses

11

Who is MSN to the Nurses?

Travel nurses –

typically less than

30 years of age

Nurses looking to settle down –

between 30-50 years of age

Nurses working full or part time at

facilities –

over 50 years of age

Through our InteliStaf Travel division

we can place the younger nurse at

facilities throughout the country;

potential per diem employee

Transfer file from Travel division to

one of our 110+ per diem locations

and begin per diem and/or short-term

local contract staffing

Ensure the nurse does not leave

bedside patient care by providing

flexible work schedule through our

vast per diem network  /  Some

“empty nest”

travel assignments

12

Full-Service Healthcare Staffing Provider

Per Diem Nursing

•

68% of Q1 2008 revenues; #1 market share

Travel Nursing

•

18% of Q1 2008 revenues

Allied Health Staffing

•

14% of Q1 2008 revenues

Leading Provider of Vendor Managed Services (VMS)

13

Division Overview –

Per Diem

Assignments range from one shift to

13 weeks

Over 110 branch locations nationwide

Primarily serve acute care hospitals

Largest provider of per diem nurse

staffing services in United States, as

measured by revenues

More than 15% of per diem division

revenue staffed through short-term

contracts in Q1 2008

Q1 2008 revenue

breakdown by division

Travel,

18%

Allied,

14%

Per Diem,

68%

14

Division Overview –

Travel

Assignment length is typically 13 weeks

Nationwide placement of healthcare

professionals

Synergistic opportunity to capture travel

nurses into per diem pool at end of travel

assignment

Q1 2008 revenue

breakdown by division

Travel,

18%

Allied,

14%

Per Diem,

68%

15

Division Overview –

Allied

Leading provider of Allied Health Services

Core Allied Health Specialties

o

Radiology

o

Laboratory and Surgical Technicians

o

Respiratory Therapy

o

Pharmacy

o

Physical and Occupational Therapy

Significant opportunity for additional future

diversification

Q1 2008 revenue

breakdown by division

Travel,

18%

Allied,

14%

Per Diem,

68%

16

Vendor Managed Services (VMS)

Complete solution

•

Vendor management service and experience

•

Technology

•

Per Diem, Travel, Allied Health capabilities

Local delivery & local accountability:

makes ALL

the difference

10 years of experience –

creating hospital specific VMS best practices

•

Process improvements

Staffing process: ordering and scheduling

Credentialing compliance

Usable business intelligence

•

Rationalized bill rates

Balance the need to fill and cost management

Agency utilization and vendor review

17

Competitive Strengths

Only national-scale healthcare staffing provider of per diem, travel and

allied health services

Established quality-driven operating standards, as evidenced by being

awarded the Gold Seal of Approval™

under Joint Commission’s

certification program

Largest per diem network and leading brand name

•

Largest provider of per diem nurse staffing in the country

•

Uniquely able to service regional and national hospital groups as they

continue their vendor consolidation

•

Widely recognized by healthcare organizations and professionals as a

leader in providing high quality service

18

Competitive Strengths (continued)

Advanced information systems capability

•

System allows for:

Same day pay to healthcare staff

MSN DirectPay

Visa

®

Debit Card

Automatic matches of qualified staff with client orders

Ability to network together individual branch databases to address needs

of regional clients

•

Far surpasses the technology of our typical “mom and pop”

competitor

Management expertise and well-developed, scalable infrastructure

Diversified service lines allow clients “one-stop”

shopping and easier

implementation of vendor consolidation initiatives

Proven ability to enter new markets through well developed de novo

program

Capacity to continue to add new product offerings within Allied division

19

Current Strategic Initiatives

Per Diem Market Share Growth

•

Take advantage of leverage opportunity at branch level

•

Increased visibility via contract staffing

•

Capitalize

on

Joint

Commission

certification

as

a

differentiator

in

the

marketplace

Travel Nurse Division synergies

•

Capture travelers coming off assignment into per diem pool

•

Offer per diem shifts to existing travelers

Further expand Allied footprint and service offerings

•

Branch-in-Branch (BiB)

Offer certain allied services at a local level through our per diem branch network

•

New service offerings

Vendor Management Services

•

Use expertise acquired in AMR acquisition to:

Improve profitability of contracts acquired in InteliStaf acquisition

Add new agreements

Financial Performance

21

$0.0

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

$700.0

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

$33.1

$96.5

$178.4

$338.2

$478.8

$513.0

$417.1

$402.5

$385.5

$584.0

(1)

Revenue

($ in millions)

(1)

Reported fiscal year 2007 revenue was $482.3 million.  Annualized fiscal year 2007 revenue of $584.0 million is an

estimate derived from annualizing 2H 2007 results that excludes revenues from locations closed in the third quarter

2007 InteliStaf acquisition implementation and restructuring plan.

$482.3

22

Q1 2006

Q1 2007

Q1 2008

$19.7

$21.0

$35.1

Gross Profit

($ in millions)

20.7%

23.2%

24.1%

23

2005

2007

$402.5

$584.0(1)

Revenue and AEBITDA

(2)

Margin

($ in millions)

1.9%

5.3%

AEBITDA %

(1)

2007 revenue is an estimate derived from annualized 2H 2007 results (see note 1 on slide 21 for more information).

(2)

AEBITDA consists of net income (loss) and excludes the effects of income taxes, interest, loss on early

extinguishment of debt, depreciation and amortization, restructuring and other similar charges, non-cash impairment

of goodwill and recapitalization expenses.  For 2005 AEBITDA margin is AEBTIDA of $7.6 million divided by actual

revenue of $402.5 million and 2007 AEBITDA margin is annualized 2H 2007 AEBITDA of $31.0 million divided by

annualized revenue of $584.0 million.

24

$402.5

$181.5

$584.0

$7.6

$23.4

$31.0

2005

Incremental

2007

Future Leverage

Potential

AEBITDA (2)

Revenue (1)

Leverage of Fixed Costs

($ in millions)

(1)

2007 revenue is an estimate derived from annualized 2H 2007 results (see note 1 on slide 21 for more information).

(2)

AEBITDA consists of net income (loss) and excludes the effects of income taxes, interest, loss on early

extinguishment of debt, depreciation and amortization, restructuring and other similar charges, non-cash impairment

of goodwill and recapitalization expenses.  For 2005 AEBITDA margin is AEBTIDA of $7.6 million divided by actual

revenue of $402.5 million and 2007 AEBITDA margin is annualized 2H 2007 AEBITDA of $31.0 million divided by

annualized revenue of $584.0 million.

AEBITDA %:            1.9%                                13.2%

5.3%

25

MSN –

Temporary Staffing Leader

Experienced management team

Recent

volume

growth

through

organic

initiatives

and

acquisition

provides the

opportunity to better leverage a high fixed-cost infrastructure

Flexibility

under

senior

credit

facility

–

more

than

$18

million

available

at

the

end of Q1 2008

Scalable staffing model provides the potential for strong operating cash flow:

•

Efficient billing and collection process

•

Nominal capital investment requirements

•

Direct reimbursement from client facilities/minimal exposure to

third-party reimbursement

National footprint with over 110 per diem offices across the country and

centralized travel and allied staffing hubs