SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 19, 2001 MATRIA HEALTHCARE, INC. (Exact name of Registrant as Specified in Charter) Delaware 0-20619 58-2205984 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1850 Parkway Place Marietta, Georgia 30067 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 767-4548 Not Applicable (Former name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable (b) Not Applicable (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description of Exhibit ----------- ---------------------- 99 November 19, 2001 Letter to Shareholders Item 9. Regulation FD Disclosure. ------------------------ On November 19, 2001, Matria Healthcare, Inc. will disseminate a letter to shareholders on the Company's website at www.matria.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Matria has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. MATRIA HEALTHCARE, INC. By: /s/ Parker H. Petit ---------------------------------- Parker H. Petit, Chairman of the Board, President and Chief Executive Officer Date: November 19, 2001 INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 99 November 19, 2001 Letter to Shareholders