a6829085.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

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
   
o
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:  001-32361

METROPOLITAN HEALTH NETWORKS, INC.
(Exact name of registrant as specified in its charter)

Florida
  
65-0635748
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)
     
777 Yamato Road, Suite 510    
Boca Raton, Fl.
  
33431
(Address of principal executive offices)
  
(Zip Code)

(561) 805-8500
(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 [   ]                             No  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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  [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]                             No  [X]
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
  
Outstanding at July 28, 2011
Common Stock, $.001 par value per share
  
41,113,906 shares
 
Explanatory Paragraph

This Amendment No. 1 to Form 10-Q for quarter ended June 30, 2011 is being filed solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).  No other changes were made.
 
This Amendment No. 1 to Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101.1 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
1
 
 
PART II.  OTHER INFORMATION
 
ITEM 6.  EXHIBITS
 
2.1
Agreement and Plan of Merger, dated as of June 26, 2011, by and among Metropolitan Health Networks, Inc., Cab Merger Sub, Inc. and Continucare Corporation.†(5)
3.1
Articles of Incorporation, as amended (1)
3.2
Amended and Restated Bylaws (2)
10.1
Summary Description of 2011 Bonus Plan for Certain Executive Offices and Key Management Employees (3)
10.2
Summary Description of 2011 Long Term Incentive Plan (4)
10.3
Commitment Letter, dated as of June 26, 2011, by and among General Electric Capital Corporation, GE Capital Markets, Inc. and Metropolitan Health Networks, Inc.(5)
10.4
Voting Agreement, dated as of June 26, 2011, by and among Metropolitan Health Networks, Inc., Phillip Frost, M.D., Frost Nevada Investments Trust and Frost Gamma Investments Trust.(5)
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
XBRL Instance Document **
101.SCH
XBRL Schema Document **
101.CAL
XBRL Calculation Linkbase Document **
101.LAB
XBRL Label Linkbase Document **
101.PRE
XBRL Presentation Linkbase Document **
101.DEF
XBRL Definition Linkbase Document **
 
----------------------------------
†  Schedules to the Agreement and Plan of Merger, dated as of June 26, 2011, by and among Metropolitan Health Networks, Inc., Cab Merger Sub, Inc. and Continucare Corporation have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish on a supplemental basis a copy of any omitted schedules to the Securities and Exchange Commission upon request.
*     Previously filed as an exhibit to our original Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 2, 2011.
**   Filed herewith.
 
(1)
Incorporated by reference to our Registration Statement on Form 8-A12B filed with the SEC on November 19, 2004 (No. 001-32361).
(2)
Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on September 30, 2004. (No. 000-28456).
(3)
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2011.
(4)
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 2, 2011.
(5)
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 27, 2011.

 
 
 
 
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 thereunto duly authorized.

 
METROPOLITAN HEALTH NETWORKS, INC.
   
Date:  August 17, 2011
/s/ Michael M. Earley
 
Michael M. Earley
 
Chief Executive Officer
   
   
 
/s/ Robert J. Sabo
 
Robert J. Sabo
 
Chief Financial Officer
 
(Principal Finance and Accounting Officer)