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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): JULY 6, 1999
BIRMAN MANAGED CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 333-11957 62-1584092
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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1025 HIGHWAY 111 SOUTH, COOKVILLE, TENNESSEE 38501
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (931) 372-7800
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
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ITEM 5. OTHER EVENTS.
PRESS RELEASE: On July 6, 1999, the Company released a press
release, a copy of which is attached hereto as Exhibit "99.2", and incorporated
herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.2 Press Release of Birman Managed Care Inc., dated
July 6, 1999
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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 thereunto duly authorized.
BIRMAN MANAGED CARE, INC.
July 7, 1999 /s/ DAVID N. BIRMAN, M.D.
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David N. Birman, M.D.
Chairman of the Board, President and
Chief Executive Officer
July 7, 1999 /s/ SUE D. BIRMAN
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Sue D. Birman
Executive Vice President
(Principal Accounting Officer)
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EXHIBIT 99.2
CONTACT: Birman Managed Care, Inc.
David N. Birman, M.D.
(931) 372-7800
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BIRMAN MANAGED CARE BEGINS LISTING ON NASDAQ SMALLCAP
MARKET: EFFECTS ONE FOR THREE REVERSE STOCK SPLIT
COOKEVILLE, TENN., JULY 6, 1999 -- Birman Managed Care, Inc. (Nasdaq:
BMANC), a physician-driven health care consulting and management company,
announced that effective today its common stock will be conditionally listed on
the Nasdaq SmallCap Market. The company requested the listing because its common
stock, which had been listed on the Nasdaq National Market since February 1997,
no longer meets certain maintenance requirements for the National Market
listing.
The condition imposed on the Nasdaq SmallCap Market listing requires the
common stock to maintain a minimum bid price of $1.00 per share. To assure
continued compliance with this requirement, the company effected a 1 for 3
reverse stock split as of today's date, July 6, 1999. While Birman Managed Care,
Inc. did not meet the minimum $1.00 per share price requirement on July 2, 1999,
the company was granted a temporary exception from this standard, subject to the
company's common stock maintaining a minimum bid price of $1.00 per share for at
least ten (10) business days from no later than July 16, 1999.
The company must also complete an application for listing on the Nasdaq
SmallCap Market by July 16, 1999, which it intends to do. In the event the
company is deemed to have met the terms of this exception, it will continue to
be listed on the Nasdaq SmallCap Market. The company believes that it can meet
these conditions. However, there is no assurance that it will do so. If at some
future date the company's securities should cease to be listed on the Nasdaq
SmallCap Market, they may continue to list on the OTC Bulletin Board. For the
duration of the exception, the company's Nasdaq symbol will be BMANC.
(more)
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BIRMAN MANAGED CARE BEGINS LISTING ON NASDAQ SMALLCAP
MARKET: EFFECTS THREE FOR ONE REVERSE STOCK SPLIT -- PAGE TWO
Birman Managed Care, Inc. is a health care consulting company with a
physician-focused core competency. Through its subsidiary, Birman Consulting
Group, which currently operates at 20 hospitals in 12 states, the company offers
a range of compliance products and quality management services customized for
health-care providers including hospitals and physician offices.
# # #
The information contained herein includes "forward looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Statements such
as "Birman expects", "management expects" or "the company expects" as well as
statements by Dr. Birman addressing future operations are considered to be
"forward Looking" for purposes of the Act. Investors are cautioned that forward
looking statements involve risks and uncertainties, including general economic
conditions, delays and risks associated with the performance of contracts,
consumer and regulatory acceptance and regulatory risks.
