Items 3.01, 7.01, & 9.01_3/12/14
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): March 12, 2014
Accretive Health, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-34746 | | 02-0698101 |
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(State or Other Juris- diction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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401 North Michigan Avenue, Suite 2700, Chicago, Illinois | | 60611 |
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(Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (312) 324-7820
(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):
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 12, 2014, following the issuance of its press release on March 12, 2014 reported in Item 7.01 below, Accretive Health, Inc. (the “Company”) received a letter from NYSE Regulation, Inc. (the “NYSE”) indicating that, since the Company will be unable to file its Annual Report on Form 10-K for the year ended December 31, 2012 by March 19, 2014, the NYSE will suspend trading in the Company’s common stock prior to the opening of trading on Monday, March 17, 2014, and that the NYSE will move forward with the initiation of delisting procedures. The Company intends to request a hearing to appeal that decision through the process provided under the NYSE rules, though it does not anticipate that the filing of an appeal will stay the suspension of its common stock during the pendency of the appeal. The Company anticipates that its common stock will be eligible for quotation through the facilities of the OTC Markets Group Inc. at the open of business on Monday, March 17, 2014 and intends to advise the public by press release of the new symbol for its common stock when available.
Item 7.01 Regulation FD Disclosure.
On March 12, 2014, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 and Exhibit 99.1 herein are being furnished, and shall not be deemed “filed,” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release issued by the Company on March 12, 2014.
SIGNATURE
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.
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| | ACCRETIVE HEALTH, INC. |
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Date: March 14, 2014 | | | | By: | | /s/ Sean F. Orr |
| | | | | | Sean F. Orr |
| | | | | | Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Press Release issued by the Company on March 12, 2014 |