TEAM HEALTH HOLDINGS 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 19, 2012
TEAM HEALTH HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (865) 693-1000
(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:
Item 8.01. Other Events
On December 19, 2012, Team Health Holdings, Inc. (the Company) and Ensemble Parent LLC (the Selling Stockholder) entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC (the Underwriter), pursuant to which the Selling Stockholder agreed to sell to the Underwriter 8,000,000 shares of the Companys common stock, par value $0.01 per share (Common Stock), in a registered public offering pursuant to the Companys registration statement on Form S-3, as amended, filed on June 28, 2012 (File No. 333-182406). Pursuant to the Underwriting Agreement, the Selling Stockholder granted an option to the Underwriter to purchase up to 1,200,000 additional shares of Common Stock to cover over-allotments. The closing of the transaction occurred on December 24, 2012, at which the Selling Stockholder sold 8,000,000 outstanding shares of Common Stock. The executed Underwriting Agreement, an Opinion of Simpson Thacher & Bartlett LLP, the pricing press release and the closing press release are filed herewith as Exhibits 1.1, 5.1, 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits
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.