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):
June 18, 2015
BIOSCRIP, INC.
(Exact name of Registrant as specified in
its charter)
Delaware |
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000-28740 |
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05-0489664 |
(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
100 Clearbrook Road, Elmsford, New York |
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10523 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (914) 460-1600
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 - Other Events
Item 8.01. Other Events.
On June 18, 2015, BioScrip, Inc. (the “Company”)
issued a press release announcing that a record date of June 25, 2015 has been set for its previously announced rights offering
to holders of the Company’s outstanding shares of common stock. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See the Exhibit Index which is hereby incorporated
by reference.
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.
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BIOSCRIP, INC. |
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Date: June 18, 2015 |
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/s/ Kimberlee C. Seah |
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By: |
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Kimberlee C. Seah |
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Senior Vice President and General Counsel |
Exhibit Index
Exhibit No. |
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Description |
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99.1 |
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BioScrip, Inc. press release dated June 18, 2015. |
Exhibit 99.1
PRESS RELEASE
Contact:
Lisa Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
FOR IMMEDIATE RELEASE
BioScrip,
Inc. Announces Record Date for Rights Offering
Elmsford, NY – June 18, 2015 – BioScrip,
Inc. (NASDAQ: BIOS) (the “Company”) today announced that its Board of Directors set the record date for the previously
disclosed upcoming rights offering (the “Rights Offering”) as of the close of business June 25, 2015 (the “Record
Date”). The Company expects the Rights Offering will commence no later than June 30, 2015 and conclude by the end of July
2015. On the commencement date, or as soon as practicable thereafter, the Company will distribute the subscription rights, non-transferable
subscription rights certificates and copies of the prospectus to stockholders of record as of 5:00 p.m. New York City time on the
Record Date.
As previously announced, stockholders of record will
receive, at no charge, their pro rata share of non-transferable subscription rights with respect to the outstanding shares of
common stock owned by them on the Record Date, subject to rounding adjustment as contemplated by the terms of the Rights
Offering. The subscription rights are for the purchase of units consisting up to an aggregate of (1) 200,000 shares of
8.5%/11.5% Series A convertible preferred stock, (2) 576,000 Class A warrants, each full warrant to purchase one share of the
Company’s common stock (“Common Stock”) at a price of $5.17 per share, and (3) 576,000 Class B warrants,
each full warrant to purchase one share of Common Stock at a price of $6.45 per share.
This press release is for informational purposes only. Additional details regarding the Rights Offering are included in the Company’s Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2015, as amended on May 29, 2015 (File No. 333-202631), and the Company will be filing a final prospectus at the time the Rights Offering is commenced, which will contain final terms. The rights and securities offered for subscription thereunder may not be sold, nor may offers to buy be accepted, prior to the time such registration statement becomes effective. The Rights Offering is being made only pursuant to the prospectus and non-transferable subscription rights certificate, both of which are being distributed to holders of common stock and have been filed with the SEC as part of such registration statement.
The Company continues
to evaluate market conditions and financing options that would improve its current liquidity profile and enhance its financial
flexibility. This may include, but is not limited to, opportunities to raise additional funds through the issuance of various
forms of equity and/or debt securities or other instruments, including additional rights offerings.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these rights offering securities, nor shall there be any sale of these rights offering securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A written prospectus for the Rights Offering, when available, may be obtained by contacting Georgeson Inc., 480 Washington Blvd., 26th Floor, Jersey City, NJ 07310, Tel: (877) 278-4775.
About BioScrip, Inc.
BioScrip, Inc. is a leading national provider of infusion and
home care management solutions. BioScrip partners with physicians, hospital systems, skilled nursing facilities, healthcare payors,
and pharmaceutical manufacturers to provide patients access to post-acute care services. BioScrip operates with a commitment to
bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating
with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical
excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. BioScrip
provides its infusion services from over 70 locations across 28 states.
Forward-Looking Statements – Safe Harbor
This press release includes statements that may constitute "forward-looking
statements," including projections of certain measures of the Company's results of operations, projections of certain charges
and expenses, and other statements regarding the Company's goals, regulatory approvals and strategy. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. In some cases, forward-looking statements can be identified
by words such as "may," "should," "could," "anticipate," "estimate," "expect,"
"project," “outlook,” “aim,” "intend," "plan," "believe," "predict,"
"potential," "continue" or comparable terms. Because such statements inherently involve risks and uncertainties,
actual future results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking statements as a result of various factors. Important factors
that could cause or contribute to such differences include but are not limited to risks associated with: the Company's ability
to grow its Infusion Services segment organically or through acquisitions and obtain financing in connection therewith; its ability
to reduce operating costs while sustaining growth; reductions in federal, state and commercial reimbursement for the Company's
products and services; increased government regulation related to the health care and insurance industries; as well as the risks
described in the Company's periodic filings with the Securities and Exchange Commission. The Company does not undertake any duty
to update these forward-looking statements after the date hereof, even though the Company's situation may change in the future.
All of the forward-looking statements herein are qualified by these cautionary statements.
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