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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2006
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Dynacq Healthcare, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 000-21574 76-0375477
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
10304 Interstate 10 East, Suite 369
Houston, Texas 77029
(Address of principal executive offices and zip code)
(713) 378-2000
(Registrant's telephone number, including area code)
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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))
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Item 1.02. Termination of a Material Definitive Agreement
On March 7, 2006, the Purchase and Sale Agreement (the "Agreement") entered into
on February 21, 2006 between Vista Hospital of Baton Rouge, LLC dba Vista
Surgical Hospital, and Vista Holdings, LLC (collectively, "Sellers"), each an
affiliate majority owned and controlled by Dynacq Healthcare, Inc.
("Registrant"), and Physicians Medical Centre of Baton Rouge, LLC, a limited
liability company of East Baton Rouge Parish, Louisiana ("Buyer"), to sell the
hospital owned by Sellers at 9032 Perkins Road in Baton Rouge, Louisiana, the
facility in which it is located, the equipment used therein, a 6,900 square foot
office building located nearby and the 20 acres of land on which the facilities
are located, was terminated by the Buyer, through no fault of the Sellers. A
detailed description of the terms and conditions of the Agreement was reported
in the Form 8-K of the Registrant filed with the SEC on February 22, 2006.
The Buyer notified the Sellers in writing on March 7, 2006 that it was with deep
regret that they withdrew the Agreement, effective as of that date. No amounts
had been deposited into the escrow account provided for in the Agreement, so no
penalty amount will be paid to the Sellers as a result of the termination.
The Chairman of the Buyer is a minority investor in Vista Hospital of Baton
Rouge, LLC.
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.
Dynacq Healthcare, Inc.
By: /s/ Philip S. Chan
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Philip S. Chan,
Chief Financial Officer
Date: March 8, 2006