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 and Exchange Act of 1934

Date of Report (Date of earliest event reported) October 17, 2019 

 

SUNLINK HEALTH SYSTEMS, INC.

(Exact Name Of Registrant As Specified In Charter)

 

 

 

 

 

 

 

 

Ohio

 

1-12607

 

31-0621189

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia

 

30339

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (770) 933-7000

 

(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))

Securities Registered Pursuant to Section 12(b) of the Act:    

 

Title of each Class

Trading Symbol

Name of each Exchange on which registered

Common Shares without par value

Preferred Share Purchase Rights

SSY

-

NYSE American, LLC

-

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


 

 

Item 8.01 Other Events

 

On October 17, 2019, SunLink Health Systems, Inc. announced that it has filed with the Securities and Exchange Commission a Form 13e-3 relating to the share repurchase plan approved by its Board. The share repurchase program authorizes the Company to expend up to $750,000 to purchase shares of its common stock in the open market. A notice is currently being mailed to all shareholders describing the plan, and the company will commence purchases, at its discretion, under the plan no sooner than November 14, 2019, 30 days after the mailing of the notice.

 

Item 9.01 Financial Statements and Exhibits.

d. Exhibits. The following exhibit is filed with this report:

Exhibit 99.1 – SunLink Health Systems, Inc. Press Release dated October 17, 2019.

2

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

SUNLINK HEALTH SYSTEMS, INC.

 

 

 

 

By:

 

/s/ Mark J. Stockslager

Name:

 

Mark J. Stockslager

Title:

 

Chief Financial Officer

Dated: October 17, 2019

 

3

 

ssy-ex991_7.htm

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASENEWS RELEASE

Contact:

Robert M. Thornton, Jr.

Chief Executive Officer

(770) 933-7004

 

 

SUNLINK HEALTH SYSTEMS, INC ANNOUNCES FORM 13e-3 FILING AND NOTICE TO SHAREHOLDERS IN CONNECTION WITH IT’S SHARE REPURCHASE PLAN

 

Atlanta, GA (October 17, 2019) – – SunLink Health Systems, Inc. (NYSE:AMERICAN:  SSY) today announced that it has filed with the Securities and Exchange Commission a Form 13e-3 relating to the share repurchase plan approved by its Board. The share repurchase program authorizes the Company to expend up to $750,000 to purchase shares of its common stock in the open market. A notice is currently being mailed to all shareholders describing the plan, and the company will commence purchases, at its discretion, under the plan no sooner than November 14, 2019, 30 days after the mailing of the notice.

 

Under the share repurchase program, the Company may repurchase shares from time to time in open market and privately negotiated transactions and block trades through Jones Trading LLC, in accordance with applicable securities laws and regulations.  The extent to which the Company repurchases its shares, and the timing and price of such repurchases, will depend upon a number of factors, including business and market conditions, regulatory requirements and other corporate considerations determined by the Company’s management.  There is no assurance as to the exact number of shares, if any, that will be repurchased by the Company.  The share repurchase program will expire on January 31, 2020 and may be modified, terminated or extended by the company without prior notice.  The Company expects to fund any share repurchases with cash on hand.

 

SunLink Health Systems, Inc. is the parent company of subsidiaries that own and operate healthcare businesses in the Southeast.  Each of the Company’s healthcare businesses is operated locally with a strategy of linking patients’ needs with healthcare professionals.  For additional information on SunLink Health Systems, Inc., please visit the Company’s website.

 

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding the company’s business strategy. These forward-looking statements are subject to certain risks, uncertainties and other factors, which could cause actual results, performance and achievements to differ materially from those anticipated. Certain of those risks, uncertainties and other factors are disclosed in more detail


in the company’s Annual Report on Form 10-K for the year ended June 30, 2019 and other filings with the Securities and Exchange Commission which can be located at www.sec.gov.