CARETENDERS HEALTH CORP
8-K, 2000-02-09
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                       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): January 31, 2000





                               ALMOST FAMILY, INC.
               (Exact Name of Registrant as Specified in Charter)



           Delaware                         1-9848              06-1153720
  (State or Other Jurisdiction              (Commission         (IRS Employer
        of Incorporation)                   File Number)     Identification No.)



100 Mallard Creek Road

Louisville, Kentucky                         40207
(Address of Principal Executive Offices)    (Zip Code)



Registrant's telephone number, including area code: (502) 899-5355

Former Name of Registrant, if Changed Since Last Report: Caretenders
Health Corp.


<PAGE>



                                        2

Item 5.  Other Events.

         At the annual  meeting  of  shareholders  of  Caretenders  Health  Corp
("Caretenders"),  a  Delaware  corporation,  held in  Louisville,  Kentucky,  on
January 31,  2000,  the  shareholders  of  Caretenders  approved an amendment to
Caretenders'  certificate of incorporation  changing the name of the corporation
to "Almost Family,  Inc." from "Caretenders  Health Corp." Caretenders filed the
certificate  of amendment  with the  Delaware  Secretary of State on January 31,
2000. A copy of the  certificate of amendment is attached  hereto as Exhibit 3.1
and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

Exhibit Number             Description

3.1                Third Amendment to Restated Certificate of Incorporation
                   of Caretenders Health Corp. (changing its name to "Almost
                   Family, Inc.")



<PAGE>





                                   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.

Date:  February  9, 2000

                               Almost Family, Inc.

                               By: /s/ C. Steven Guenthner
                                ------------------------------
                                C. Steven Guenthner
                                Senior Vice President and Chief
                                Financial Officer


<PAGE>




            THIRD AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

                           OF CARETENDERS HEALTH CORP.

         Pursuant  to the  provisions  of  Section  242 and  Section  103 of the
General  Corporation Law of the State of Delaware,  the undersigned  corporation
(the  "Corporation")  adopts  the  following  Certificate  of  Amendment  to its
Certificate of Incorporation, and does hereby certify:

FIRST:   The name of the Corporation is Caretenders Health Corp.

SECOND:  Paragraph FIRST of the Certificate of Incorporation is amended to read
         in its entirety as follows:

        "The name of the  corporation is Almost Family, Inc."

THIRD:            The  designated  amendment  was  adopted by the  Corporation's
                  Board  of  Directors   and   submitted  for  approval  by  the
                  Corporation's    shareholders.     Thereafter,    an    annual
                  shareholders'  meeting was duly called and held on January 31,
                  2000,  upon  notice  in  accordance  with  Section  222 of the
                  General  Corporation  Law of the  State of  Delaware  at which
                  meeting the necessary  number of shares as required by statute
                  were voted in favor of the amendment.

                            CARETENDERS HEALTH CORP.

                           By: /s/ William B. Yarmuth
                                ----------------------
                              William B. Yarmuth, President


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