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):  May 20, 2011

 

 

EMERGENCY MEDICAL SERVICES CORPORATION

 

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of each registrant as specified in its charter)

 

 

 

001-32701

 

20-3738384

Delaware

 

333-127115

 

20-2076535

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Numbers)

 

Identification Nos.)

 

6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

(303) 495-1200
(Registrants’ telephone number, including area code)

 

 

(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 registrants under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 5 - Corporate Governance and Management

 

Item 5.07               Submission of Matters to a Vote of Security Holders.

 

On May 20, 2011, at a special meeting of stockholders of Emergency Medical Services Corporation (the “Company”), the Company’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of February 13, 2011 (the “Merger Agreement”), by and among the Company, CDRT Acquisition Corporation, a Delaware corporation (“Parent”), and CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. The special meeting was not adjourned to a later date since the proposal to adopt the Merger Agreement was approved by the stockholders of the Company.

 

The final voting results for each proposal are as follows:

 

Proposal 1: Adoption of the Merger Agreement

 

For:

 

Against:

 

Withheld:

 

Abstentions:

 

Broker Non-
Votes:

 

156,381,859

 

41,863

 

0

 

1,011

 

0

 

 

Proposal 2: Adjourn the Special Meeting to Solicit Additional Proxies

 

For:

 

Against:

 

Withheld:

 

Abstentions:

 

Broker Non-
Votes:

 

155,471,580

 

952,069

 

0

 

1,084

 

0

 

 

A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company 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.

 

Exhibit Number

 

Description of Exhibit

99.1

 

Press Release of Emergency Medical Services Corporation, dated May 20, 2011

 

1



 

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.

 

 

 

EMERGENCY MEDICAL SERVICES CORPORATION

 

(Registrant)

 

 

 

 

May 20, 2011

By:

/s/ Craig A. Wilson

 

 

Craig A. Wilson

 

 

Senior Vice President and General Counsel

 

2



 

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.

 

 

 

EMERGENCY MEDICAL SERVICES, L.P.

 

(Registrant)

 

 

 

By:

Emergency Medical Services Corporation,

 

 

its General Partner

 

 

 

 

May 20, 2011

By:

/s/ Craig A. Wilson

 

 

Craig A. Wilson

 

 

Senior Vice President and General Counsel

 

3



 

Exhibit Index

 

Exhibit Number

 

Description of Exhibit

99.1

 

Press Release of Emergency Medical Services Corporation, dated May 20, 2011

 

4