SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 27, 2004
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SUNLINK HEALTH SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-12607 31-0621189
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
900 Circle 75 Parkway, Suite 1300, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 933-7000
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N/A
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(Former name or former address, if changed since last report)
Item 8.01. Other Events
On September 28, 2004 SunLink Health Systems, Inc. announced the settlement
of the shareholder derivative action (Barber vs. SunLink Health Systems, Inc.,
et al.; Superior Court of Fulton County, Georgia; Civil Action No.: 2004-CV
82484) which was originally filed as a shareholder class action against the
Company and its Directors in March 2004, and amended in September 2004 to assert
derivative claims. A similar shareholder class action (Ross vs. SunLink Health
Systems, Inc., et al.; Superior Court of Fulton County, Georgia; Civil Action
No.: 2004-CV-81871) was voluntarily dismissed by the plaintiff, Mary Ross, in
April, 2004.
Under the terms of the court approved settlement, the Company will make
limited changes to corporate governance measures, certain of which would have
otherwise been required under recently adopted SEC regulations and American
Stock Exchange Rules. Additionally, under the terms of the Court approved
settlement, the plaintiff will provide a release, waiver and covenant not to sue
derivatively.
Also, under the terms of the Court approved settlement, the Company agreed
to disclose again the basis on which the Board relied in deciding not to accept
the overtures by Attentus Healthcare earlier in 2004, and did so by press
release dated September 28, 2004.
Under the terms of the Court approved settlement, SunLink paid no damages
to plaintiff, but agreed to make a payment of certain attorneys' fees and
expenses to plaintiff's legal counsel.
(c) Exhibits: The following exhibits are filed with this Report:
Exhibit Number Exhibit Name
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99.1 Order and Judgment Approving Settlement
99.2 Press Release
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
SUNLINK HEALTH SYSTEMS, INC.
By: /s/ Mark J. Stockslager
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Name: Mark J. Stockslager
Title: Principal Accounting Officer
Dated: September 30, 2004
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Order and Judgment Approving Settlement
99.2 Press Release