form10-qa_063011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2011

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____  to _____

Commission File Number 000-19364


HEALTHWAYS, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
  
62-1117144
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification No.)

701 Cool Springs Boulevard, Franklin, TN  37067
(Address of Principal Executive Offices) (Zip Code)

615-614-4929
(Registrant’s Telephone Number, Including Area Code)

 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x  No   ¨



 
 
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   x   No   ¨

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 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 ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ¨   No  x

As of August 4, 2011 there were outstanding 33,702,609 shares of the Registrant’s common stock, par value $.001 per share.

 
 
 


EXPLANATORY NOTE
Healthways, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (the “Form 10-Q”).  This Amendment is being filed solely to re-file Exhibit 10.1 (the “Exhibit”) to the Form 10-Q in response to comments the Company received from the Securities and Exchange Commission (the “SEC”) on a confidential treatment request the Company made for certain portions of the Exhibit.  The Exhibit, as re-filed, includes certain portions that had previously been redacted pursuant to the Company’s request for confidential treatment.  Nothing in the Form 10-Q is being amended other than the re-filing of the Exhibit as described above.

        This Amendment continues to describe conditions as of the date of the Form 10-Q, and the disclosures contained in this Amendment have not been updated to reflect events, results or developments that have occurred after the Form 10-Q, or to modify or update those disclosures affected by subsequent events.  Among other things, forward-looking statements made in the Form 10-Q have not been revised to reflect events, results or developments that have occurred or facts that have become known to the Company after the date of the Form 10-Q, and such forward-looking statements should be read in their historical context.  This Amendment should be read in conjunction with the Form 10-Q and the Company’s other filings with the SEC.

 
 
 


Part II

Item 6.  Exhibits

 
(a)
Exhibits

     
10.1
  
Master Services Agreement between the Company and HP Enterprise Services, LLC*
 
31.1
  
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
 
31.2
  
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
     

*Portions of this Exhibit have been omitted and filed separately with the U.S. Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934.

 
 
 


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.

       
Healthways, Inc.
       
(Registrant)
         
         
         
         
Date
   June 12, 2012  
By
/s/ Alfred Lumsdaine
       
Alfred Lumsdaine
       
Chief Financial Officer
       
(Principal Financial Officer)