<PAGE> 1
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):
August 12, 1998 (August 3, 1998)
--------------------------------
CHILDREN'S COMPREHENSIVE SERVICES, INC.
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Tennessee 01-16162 62-1240866
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3401 West End Avenue, Suite 500, Nashville, Tennessee 37203
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (615) 383-0376
-------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 3, 1998, the Company issued a press release announcing that
its Board of Directors has approved the repurchase of up to 500,000 shares of
the Company's common stock. The authorization includes both open market
purchases as well as private transactions. The amount and timing of any
repurchases will be at such prices as management of the Company from time to
time approves. For information regarding the stock repurchase program, reference
is made to the press release dated August 3, 1998, which is attached as Exhibit
99 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 August 3, 1998 Press Release
2
<PAGE> 3
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.
CHILDREN'S COMPREHENSIVE SERVICES, INC.
Dated: August 12, 1998 By: /s/ DONALD B. WHITFIELD
------------------------------------
Donald B. Whitfield
Vice President and Chief
Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
99 August 3, 1998 Press Release
</TABLE>
<PAGE> 1
EXHIBIT 99
[CHILDREN'S COMPREHENSIVE SERVICES LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Donald B. Whitfield
Chief Financial Officer
(615) 383-0376
CHILDREN'S COMPREHENSIVE SERVICES, INC.
DIRECTORS AUTHORIZE REPURCHASE OF 500,000 SHARES
Murfreesboro, Tennessee (August 3, 1998) - Children's Comprehensive Services,
Inc. ("CCS") (Nasdaq/NM:KIDS) today announced that its Board of Directors has
authorized the repurchase of up to 500,000 shares of the Company's common stock.
The authorization includes both open market purchases as well as private
transactions. The amount and timing of any repurchases will be at such prices as
management of the Company from time to time approves. At March 31, 1998, CCS had
8,029,000 shares of common stock outstanding. SunTrust Equitable Securities will
serve as CCS's transaction agent for any shares repurchased. Such purchases will
be suspended from time to time as required by applicable securities laws and
regulations.
Williams J Ballard, Chairman and Chief Executive Officer, stated, "We
believe that the stock, at its current valuation, represents an attractive
investment opportunity for CCS. The action by the Board reflects its confidence
in the Company's prospects and capabilities.
"At March 31, 1998, CCS had $18.0 million in cash and cash equivalents,
$11.6 million in long-term debt and capital lease obligations and $56.0 million
in shareholders' equity. We believe this strong financial position will enable
CCS to effect the stock repurchase without a significant impact on the Company's
ability to finance its continuing growth strategies."
To take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, you are hereby cautioned that this
release contains forward-looking statements that are based upon current
expectations and involve a number of risks and uncertainties. Actual operations
and results may differ materially from those expressed in the forward-looking
statements made by the Company. Please refer to CCS's filings with the
Securities and Exchange Commission for additional information. The Company
disclaims any intent or obligation to update these forward-looking statements.
CCS provides education, treatment and juvenile justice services for
at-risk and troubled youth either directly or through management contracts. It
currently offers these services through the operation and management of
nonresidential specialized education programs and day treatment programs and
both open and secured residential treatment centers in Alabama, Arkansas,
California, Florida, Kentucky, Louisiana, Michigan, Montana, Tennessee, Texas
and Utah.
-END-
