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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) January 6, 2006
MATRIA HEALTHCARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-20619 20-2091331
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(Commission File Number) (IRS Employer Identification No.)
1850 Parkway Place, Marietta, GA 30067
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(Address of Principal Executive Offices) (Zip Code)
770-767-4500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
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Item 2.02. Results of Operations and Financial Condition.
On January 6, 2006 the Registrant issued a press release announcing its
outlook for fiscal 2006. A copy of the press release announcing the Company's
outlook for fiscal 2006 is attached as Exhibit 99.1.
The attached press release includes a presentation of forecasted 2006
earnings from continuing operations and diluted earnings (loss) per share from
continuing operations, excluding certain unusual items, for the fiscal year
ending December 31, 2006. Such measures are not measures of financial
performance under GAAP and should not be considered as alternatives to earnings
from continuing operations and diluted earnings (loss) per share from continuing
operations, as computed under GAAP for the applicable periods. The Company
considers earnings from continuing operations and diluted earnings (loss) per
share from continuing operations, to be the most comparable GAAP measures and
the Company has presented reconciling information in the press release.
The non-GAAP measures described above exclude share-based compensation.
Management uses earnings measures adjusted to exclude such items as part of its
evaluation of the performance of the Company. The Company believes that these
measures provide useful information to investors because the items that are
excluded relate to unusual events that resulted in a significant impact and are
not likely to recur regularly or in predictable amounts and, consequently,
presenting net earnings and earnings per share, excluding such unusual items, is
meaningful supplemental information for investors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
99.1 Press release, dated January 6, 2006.
SIGNATURES
Pursuant to the requirements of Section 12 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.
Matria Healthcare, Inc.
By: /s/ Parker H. Petit
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Parker H. Petit
Chairman and Chief Executive Officer
Dated: January 6, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99.1 Press release by Matria Healthcare, Inc. dated January 6, 2006.