sec document
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)......... September 18, 2006
HEALTHCARE SERVICES GROUP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-120152 23-2018365
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(State or other jurisdiction of (Commission (IRS Employer
Incorporation or organization) File Number) Identification Number)
3220 Tillman Drive-Suite 300, Bensalem, Pennsylvania 19020
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 215-639-4274
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 18, 2006, Healthcare Services Group, Inc. (the "Registrant")
entered into an Agreement and Plan of Merger, pursuant to which the Registrant,
through its wholly-owned subsidiary HCSG Merger, Inc., acquired 100% of the
capital stock of privately held Summit Services Group, Inc., for $17,200,000
(and assumption by the Registrant of approximately $1,000,000 in net
liabilities) (the "Merger"). The $17,200,000 payment was made through the
issuance of approximately 369,000 shares (the "Shares") of the Registrant's
common stock and a cash payment of $9,500,000.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
In connection with the Merger, as described in Item 1.01 herein, the Shares of
the Registrant's common stock valued at approximately $7,700,000 are being
issued to the former holders of capital stock of Summit Services Group, Inc. in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are being furnished herewith:
99.1 Press Release dated September 18, 2006.
SIGNATURES
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.
HEALTHCARE SERVICES GROUP, INC.
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September 21, 2006 /s/ Richard W. Hudson
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Date Vice President-Finance and
Secretary