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 24, 2019 (May 24, 2019)
TIVITY HEALTH, INC.
(Exact name of registrant as specified in its charter)
| 000-19364 |
| 62-1117144 | |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer Identification No.) |
701 Cool Springs Boulevard Franklin, Tennessee |
|
37067 |
(Address of principal executive offices) |
| (Zip Code) |
(800) 869-5311
(Registrant's 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 registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock - $.001 par value |
| TVTY |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.Regulation FD Disclosure.
On May 24, 2019, Altaris Capital, L.P. and Altaris Partners, LLC (collectively, “Altaris”) filed a Schedule 13D with the Securities and Exchange Commission relating to Altaris’ investment in the common stock of Tivity Health, Inc. (the “Company”). The Company confirms that management has engaged in thoughtful discussions with representatives of Altaris consistent with normal course discussions that management has on a regular basis with the Company’s stockholders. The Company welcomes Altaris’ investment, appreciates their support of its strategy and shares Altaris’ conviction that the Company is currently undervalued. Tivity Health is firmly focused on executing upon its strategy.
This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
Dated: May 24, 2019
TIVITY HEALTH, INC. | ||
By: | /s/ Adam Holland | |
| Name: | Adam Holland |
| Title: | Chief Financial Officer |