Registration Statement No. 333-192154
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-192154
GENTIVA HEALTH SERVICES, INC.
Subsidiary Guarantors Listed on Schedule A hereto
(Exact name of registrant as specified in its charter)
| Delaware | 36-4335801 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3350 Riverwood Parkway, Suite 1400
Atlanta, Georgia 30339-3314
(770) 951-6450
For the Co-Registrants, see “Schedule A—Subsidiary Guarantors” on the following page.
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph L. Landenwich, Esq.
Co-General Counsel and Corporate Secretary
Kindred Healthcare, Inc.
680 South Fourth Street
Louisville, Kentucky 40202
(502) 596-7300
(Name, address and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
SCHEDULE A
Subsidiary Guarantors
| Subsidiary* |
Jurisdiction of |
I.R.S. Employer | ||
| ABC Hospice, LLC |
Texas | 20-8716006 | ||
| Access Home Health of Florida, LLC |
Delaware | 06-1451363 | ||
| Alpine Home Health Care, LLC |
Colorado | 36-4473376 | ||
| Alpine Home Health II, Inc. |
Colorado | 20-1987917 | ||
| Alpine Home Health, Inc. |
Mississippi | 64-0921774 | ||
| Alpine Resource Group, Inc. |
Colorado | 20-1987950 | ||
| American Homecare Management Corp. |
Delaware | 11-3306095 | ||
| American Hospice, Inc. |
Texas | 75-2486047 | ||
| Asian American Home Care, Inc. |
California | 94-3247811 | ||
| Bethany Hospice, LLC |
Delaware | 20-2999369 | ||
| California Hospice, LLC |
Texas | 30-0711730 | ||
| Capital Care Resources, LLC |
Georgia | 58-2411159 | ||
| Capital Care Resources of South Carolina, LLC |
Georgia | 56-2102603 | ||
| Capital Health Management Group, LLC |
Georgia | 58-2313705 | ||
| Chaparral Hospice, Inc. |
Texas | 35-2224605 | ||
| Chattahoochee Valley Home Care Services, LLC |
Georgia | 03-0387821 | ||
| Chattahoochee Valley Home Health, LLC |
Georgia | 34-1994007 | ||
| CHMG Acquisition LLC |
Georgia | 04-3813487 | ||
| CHMG of Atlanta, LLC |
Georgia | 54-2089073 | ||
| CHMG of Griffin, LLC |
Georgia | 54-2089075 | ||
| Colorado Hospice, L.L.C. |
Colorado | 27-2141126 | ||
| Eastern Carolina Home Health Agency, LLC |
North Carolina | 56-1590744 | ||
| Faith Home Health and Hospice, LLC |
Kansas | 47-0884412 | ||
| Faith in Home Services, L.L.C. |
Kansas | 20-1931763 | ||
| Family Hospice, Ltd. |
Texas | 75-2588221 | ||
| FHI GP, Inc. |
Texas | 75-2588220 | ||
| FHI Health Systems, Inc. |
Delaware | 75-2588219 | ||
| FHI LP, Inc. |
Nevada | 88-0335145 | ||
| FHI Management, Ltd. |
Texas | 75-2588222 | ||
| First Home Health, Inc. |
West Virginia | 55-0750157 | ||
| Gentiva Certified Healthcare Corp. |
Delaware | 11-2645333 | ||
| Gentiva Health Services (Certified), Inc. |
Delaware | 11-3454105 | ||
| Gentiva Health Services Holding Corp. |
Delaware | 11-3454104 | ||
| Gentiva Health Services (USA) LLC |
Delaware | 11-3414024 | ||
| Gentiva Rehab Without Walls, LLC |
Delaware | 06-1725406 | ||
| Gentiva Services of New York, Inc. |
New York | 11-2802024 | ||
| Georgia Hospice, LLC |
Texas | 27-4251135 | ||
| Gilbert’s Home Health Agency, Inc. |
Mississippi | 64-0730826 | ||
| Gilbert’s Hospice Care, LLC |
Mississippi | 20-0566932 | ||
| Gilbert’s Hospice Care of Mississippi, LLC |
Mississippi | 20-1296854 | ||
| Girling Health Care Services of Knoxville, Inc. |
Tennessee | 62-1406895 | ||
| Girling Health Care, Inc. |
Texas | 74-2115034 | ||
| Harden Clinical Services, LLC |
Texas | 27-1519643 | ||
| Harden HC Texas Holdco, LLC |
Texas | 26-1487182 | ||
| Harden Healthcare Holdings, LLC |
Delaware | Applied For | ||
| Harden Healthcare Services, LLC |
Texas | 26-1569071 | ||
| Harden Healthcare, LLC |
Texas | 74-3024009 | ||
| Harden Home Health, LLC |
Delaware | 65-1299601 |
| Subsidiary* |
Jurisdiction of |
I.R.S. Employer | ||
| Harden Home Option, LLC |
Texas | 37-1657856 | ||
| Harden Hospice, LLC |
Texas | 43-2083818 | ||
| Hawkeye Health Services, Inc. |
Iowa | 42-1285486 | ||
| Healthfield, LLC |
Delaware | 58-1819650 | ||
| Healthfield Home Health, LLC |
Georgia | 58-1947694 | ||
| Healthfield Hospice Services, LLC |
Georgia | 58-2284736 | ||
| Healthfield of Southwest Georgia, LLC |
Georgia | 27-0131980 | ||
| Healthfield of Statesboro, LLC |
Georgia | 68-0593590 | ||
| Healthfield of Tennessee, LLC |
Georgia | 01-0831798 | ||
| Healthfield Operating Group, LLC |
Delaware | 36-4425473 | ||
| HomeCare Plus, Inc. |
Alabama | 63-1214842 | ||
| Home Health Care Affiliates, Inc. |
Mississippi | 74-2737989 | ||
| Home Health Care Affiliates of Central Mississippi, L.L.C. |
Mississippi | 62-1807084 | ||
| Home Health Care Affiliates of Mississippi, Inc. |
Mississippi | 62-1775256 | ||
| Home Health Care of Carteret County, LLC |
North Carolina | 56-1556547 | ||
| Horizon Health Care Services, Inc. |
Texas | 76-0456316 | ||
| Horizon Health Network LLC |
Alabama | 33-1017853 | ||
| Hospice Care of Kansas and Missouri, L.L.C. |
Missouri | none | ||
| Hospice Care of Kansas, L.L.C. |
Kansas | 48-1210207 | ||
| Hospice Care of the Midwest, L.L.C. |
Missouri | none | ||
| Iowa Hospice, L.L.C. |
Iowa | 20-2589495 | ||
| Isidora’s Health Care Inc. |
Texas | 65-1285069 | ||
| Lakes Hospice, L.L.C. |
Iowa | 65-1302887 | ||
| Lighthouse Hospice — Coastal Bend, LLC |
Texas | 22-3946976 | ||
| Lighthouse Hospice — Metroplex, LLC |
Texas | 26-3228001 | ||
| Lighthouse Hospice — San Antonio, LLC |
Texas | 87-0798501 | ||
| Lighthouse Hospice Management, LLC |
Texas | 06-1787617 | ||
| Lighthouse Hospice Partners, LLC |
Texas | 35-2190648 | ||
| Mid-South Home Care Services, LLC |
Alabama | 82-0559231 | ||
| Mid-South Home Health, LLC |
Delaware | 63-0772385 | ||
| Mid-South Home Health Agency, LLC |
Alabama | 82-0559199 | ||
| Mid-South Home Health of Gadsden, LLC |
Georgia | 14-1909499 | ||
| Missouri Home Care of Rolla, Inc. |
Missouri | 43-1317147 | ||
| New York Healthcare Services, Inc. |
New York | 22-2695367 | ||
| Nursing Care — Home Health Agency, Inc. |
West Virginia | 55-0633030 | ||
| Odyssey HealthCare, Inc. |
Delaware | 43-1723043 | ||
| Odyssey HealthCare Austin, LLC |
Delaware | none | ||
| Odyssey HealthCare Detroit, LLC |
Delaware | none | ||
| Odyssey HealthCare Fort Worth, LLC |
Delaware | none | ||
| Odyssey HealthCare GP, LLC |
Delaware | 75-2932676 | ||
| Odyssey HealthCare Holding Company |
Delaware | 75-2925311 | ||
| Odyssey HealthCare LP, LLC |
Delaware | 74-2998154 | ||
| Odyssey HealthCare Management, LP |
Delaware | 75-2923658 | ||
| Odyssey HealthCare of Augusta, LLC |
Delaware | 26-0711782 | ||
| Odyssey HealthCare of Flint, LLC |
Delaware | 26-3920362 | ||
| Odyssey HealthCare of Marion County, Inc. |
Delaware | 75-3238731 | ||
| Odyssey HealthCare of Savannah, LLC |
Delaware | 26-0712052 | ||
| Odyssey HealthCare of St. Louis, LLC |
Delaware | 26-1174571 | ||
| Odyssey HealthCare Operating A, LP |
Delaware | 75-2752908 | ||
| Odyssey HealthCare Operating B, LP |
Delaware | 75-2937832 | ||
| OHS Service Corp. |
Texas | 22-3690699 |
| Subsidiary* |
Jurisdiction of |
I.R.S. Employer | ||
| Omega Hospice, LLC |
Alabama | 20-8667430 | ||
| PHHC Acquisition Corp. |
Delaware | 38-3784032 | ||
| QC-Medi New York, Inc. |
New York | 11-2750425 | ||
| Quality Care-USA, Inc. |
New York | 11-2256479 | ||
| Saturday Partners, LLC |
Colorado | 20-1930463 | ||
| Tar Heel Health Care Services, LLC |
North Carolina | 56-1456991 | ||
| The American Heartland Hospice Corp. |
Missouri | 43-1697602 | ||
| The Home Option, LLC |
Texas | 26-2527353 | ||
| The Home Team of Kansas, LLC |
Kansas | 74-3052911 | ||
| Total Care Home Health of Louisburg, LLC |
Georgia | 68-0593592 | ||
| Total Care Home Health of North Carolina, LLC |
Georgia | 20-0091435 | ||
| Total Care Home Health of South Carolina, LLC |
Georgia | 20-0091422 | ||
| Van Winkle Home Health Care, Inc. |
Mississippi | 62-1669388 | ||
| Vista Hospice Care, LLC |
Delaware | 86-0808230 | ||
| VistaCare, LLC |
Delaware | 06-1521534 | ||
| VistaCare of Boston, LLC |
Delaware | 26-1544595 | ||
| VistaCare USA, LLC |
Delaware | 86-0914505 | ||
| Voyager Acquisition, L.P. |
Texas | 20-1953497 | ||
| Voyager Home Health, Inc. |
Delaware | 26-1501792 | ||
| Voyager HospiceCare, Inc. |
Delaware | 20-1173787 | ||
| We Care Home Health Services, Inc. |
Texas | 33-0665550 | ||
| Wiregrass Hospice LLC |
Alabama | 82-0559182 | ||
| Wiregrass Hospice Care, LLC |
Georgia | 20-0296636 | ||
| Wiregrass Hospice of South Carolina, LLC |
Georgia | 34-2053721 |
| * | All subsidiary guarantors have the following principal executive office: c/o Gentiva Health Services, Inc., 3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia 30339. |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No.1 (this “Post-Effective Amendment”) relates to the following “Shelf” Registration Statement on Form S-3 (the “Registration Statement”) of Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), and each of the subsidiaries listed in Schedule A (the “Subsidiary Guarantors” and together with Gentiva, the “Registrants” and each a “Registrant”):
| • | Registration Statement No. 333-192154, filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2013, pertaining to the registration of an aggregate offering price of $300,000,000 of (i) debt securities, (ii) guarantees of debt securities, (iii) preferred stock, (iv) common stock and (v) warrants to purchase debt securities, preferred stock or common stock. |
On October 9, 2014, Gentiva entered into an Agreement and Plan of Merger, as it may be amended from time to time, by and among Gentiva, Kindred Healthcare, Inc., a Delaware corporation (“Kindred”), and Kindred Healthcare Development 2, Inc., a Delaware corporation (“Merger Sub”) (the “Merger Agreement”). Pursuant to the Merger Agreement, on February 2, 2015, Merger Sub merged with and into Gentiva, with Gentiva continuing as the surviving corporation and becoming the wholly owned subsidiary of Kindred (the “Merger”).
In connection with the consummation of the Merger, the Registrants have terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered under such Registration Statement that remain unsold at the termination of the offerings, the Registrants hereby remove from registration all of the securities registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 2nd day of February, 2015.
| Gentiva Health Services, Inc. | ||
| By: | /s/ Benjamin A. Breier | |
| Benjamin A. Breier | ||
| President and Chief Operating Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ John J. Lucchese | |
| John J. Lucchese | ||
| Senior Vice President and Chief Accounting Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||
| By: |
/s/ Benjamin A. Breier |
President and Chief Operating Officer (Principal Executive Officer) | February 2, 2015 | |||
| Benjamin A. Breier | ||||||
| By: |
/s/ John J. Lucchese |
Senior Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | February 2, 2015 | |||
| John J. Lucchese | ||||||
| By: |
/s/ Joseph L. Landenwich |
Director | February 2, 2015 | |||
| Joseph L. Landenwich | ||||||
| By: |
/s/ Stephen Cunanan |
Director | February 2, 2015 | |||
| Stephen Cunanan | ||||||
| By: |
/s/ Douglas L. Curnutte |
Director | February 2, 2015 | |||
| Douglas L. Curnutte | ||||||