-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7b/H3EYezGWLS/hDRQDdjJVkCFiW89B3WrbSbUG65ZifWvYhd9gCOdre+ODKssp jX0MGqpLc+HTrOf0nw25pg== 0000731625-98-000001.txt : 19980202 0000731625-98-000001.hdr.sgml : 19980202 ACCESSION NUMBER: 0000731625-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980122 ITEM INFORMATION: FILED AS OF DATE: 19980130 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITAL STAFFING SERVICES INC CENTRAL INDEX KEY: 0000731625 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 592150637 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11131 FILM NUMBER: 98517152 BUSINESS ADDRESS: STREET 1: 6245 N FEDERAL HIGHWAY STREET 2: STE400 CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 3057710500 MAIL ADDRESS: STREET 1: 6245 NORTH FED HWY STREET 2: SUITE 400 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 8-K 1 ITEM 5: OTHER EVENTS (PRESS RELEASE) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report January 22, 1998 HOSPITAL STAFFING SERVICES, INC. FLORIDA 1-11131 59-2150637 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 6245 North Federal Highway, Suite 500 Fort Lauderdale, Florida 33308-1900 (Address of principal executive offices) (954) 771-0500 Registrant's telephone number, including area code HOSPITAL STAFFING SERVICES, INC. AND SUBSIDIARIES FORM 8-K ITEM 5. OTHER EVENTS PRESS RELEASE ISSUED JANUARY 22, 1998: On January 22, 1998, the Company executed a definitive agreement contemplating the sale of substantially all of the assets associated with its Travel Nurse subsidiary to Preferred Employers Holdings, Inc. for cash in the amount of $5.0 million. The sale of Travel Nurse is expected to occur on or before February 13, 1998, and is contingent upon satisfactory completion of Preferred Employers' due diligence. As an initial advance on the purchase price for the Travel Nurse operations, in exchange for $1.5 million in cash Travel Nurse today issued to Preferred Employers preferred stock and a secured note convertible, under certain circumstances, into a majority of Travel Nurse's equity on a fully diluted basis. In the event that the transaction fails to close, Preferred Employers has the right to require Travel Nurse to repurchase the preferred stock and redeem the note for $1.5 million. At November 30, 1997, the assets of the Travel Nurse subsidiary to be transferred had a carrying value on the consolidated books of the Company of approximately $151,000. The Company's Travel Nurse subsidiary provides registered nurse and other professional medical personnel, often referred to as "travel nurses", primarily to client hospitals on a contractual basis for periods generally ranging from 8 to 52 weeks. The Company continues to experience critical cash flow shortfalls and remains in default (and may remain in default following completion of the sale of its Travel Nurse operations) under its line of credit. The Company's Board of Directors, with the assistance of its investment bank, is actively evaluating a variety of strategic alternatives, including an equity infusion and/or sale of the Company's home care operations. Completion of any such transaction may be subject to satisfaction of a number of conditions, including due diligence; shareholder approval; resolution of the Company's Dade County, Florida Federal Medicare investigation; and the negotiation of a global settlement with the Medicare program of open cost reports and appeal and reopening issues. There can be no assurance that all or any of these conditions can be satisfied in a timely fashion and that the Company will be able to generate cash sufficient to fund its operations. The uncertainties associated with the Company's ability to fund its operations raise substantial doubt about the Company's ability to continue as a going concern. HOSPITAL STAFFING SERVICES, INC. AND SUBSIDIARIES SIGNATURES January 22, 1998 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, thereunto duly authorized. HOSPITAL STAFFING SERVICES, INC. By: __________________________________ Ronald G. Huneycutt, Vice President of Ronald G. Huneycutt Finance, Chief Financial Officer (principal accounting officer) Date: January 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----