UNITED STATES
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): June 10, 2015
BioScrip, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28740 | 05-0489664 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Clearbrook Road
Elmsford, New York 10523
(Address of principal executive offices) (Zip Code)
(914) 460-1600
(Registrant’s telephone number, including area code)
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:
¨ 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 8.01 | Other Events. |
On June 10, 2015, BioScrip, Inc. issued a press release announcing the extension of its previously announced exchange offer for $200.0 million of its 8.875% Senior Notes due 2021 to 5:00 p.m. Eastern Time on June 16, 2015, unless further extended. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release, dated June 10, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| BIOSCRIP, INC. | ||
| Date: June 10, 2015 | By: | /s/ Kimberlee C. Seah |
| Kimberlee C. Seah | ||
| Senior Vice President and General Counsel | ||
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press Release, dated June 10, 2015. |
Exhibit 99.1
| NEWS RELEASE | ||
|
|
Contact:
Lisa Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
FOR IMMEDIATE RELEASE
BioScrip announces EXTENSION OF EXPIRATION DATE OF EXCHANGE OFFER FOR ITS 8.875% SENIOR NOTES DUE 2021
Elmsford, NY – June 10, 2015 – BioScrip®, Inc. (NASDAQ: BIOS) (“BioScrip”), today announced the extension of the expiration date of its offer (the “Exchange Offer”) to exchange up to $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of its outstanding 8.875% Senior Notes due 2021 (the “Old Notes”) that were originally issued on February 11, 2014, in a transaction exempt from registration under the Securities Act. The terms and conditions of the Exchange Offer are set forth in the Prospectus dated May 7, 2015 (the “Prospectus”) and the related Letter of Transmittal (the “Letter of Transmittal”).
The Exchange Offer, previously set to expire at 5:00 p.m., New York City time, on June 9, 2015, will now expire at 5:00 p.m., New York City time, on June 16, 2015, unless further extended or earlier terminated.
Except for the extension described above, all other terms and conditions of the Exchange Offer remain unchanged. The extension of the Exchange Offer has been made to allow all qualifying holders of outstanding Old Notes who have not yet tendered their Old Notes for exchange to do so. As of 5:00 p.m., New York City time, on June 9, 2015, approximately $199,725,000 in aggregate principal amount, or approximately 99.8625%, of the Old Notes had been validly tendered for exchange and not withdrawn.
This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, any securities. The Company is making the Exchange Offer only by, and pursuant to the terms of, the Prospectus and the related Letter of Transmittal. The complete terms and conditions of the Exchange Offer are set forth in the Prospectus and the Letter of Transmittal. Holders are urged to read these documents carefully.
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.