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TRCR > SEC Filings for TRCR > Form 8-K/A on 6-Nov-2009All Recent SEC Filings

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Form 8-K/A for TRANSCEND SERVICES INC


6-Nov-2009

Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

On August 31, 2009 Transcend purchased from Dorothy K. Fitzgerald, all issued and outstanding shares of common stock of Medical Dictation Services, Inc. ("MDSI"). MDSI operated on a fiscal year ending March 31.

The required audited annual financial statements of MDSI as of and for the periods ending March 31, 2008 and 2009 are filed as Exhibit 99.2.

The required unaudited interim financial statements as of June 30, 2009 and for the period then ended and are filed as Exhibit 99.3.

(b) Pro Forma Financial Information.

The required unaudited pro forma condensed balance sheet as of December 31, 2008, unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2008, and unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2009 are filed as Exhibit 99.4.

(d) Exhibits

Exhibit
No.         Description
10.1*       Loan and Security Agreement by and between TRANSCEND SERVICES, INC.
            and MEDICAL DICTATION SERVICES, INC. each individually and
            collectively as the "Borrower" and REGIONS BANK as the "Lender" dated
            August 31, 2009.

10.2*       $2.0 Million Promissory Note dated August 31, 2009 issued by TRANSCEND
            SERVICES, INC. to Dorothy K. Fitzgerald

23.1        Consent of Independent Public Accounting Firm

99.1*       Press release of Transcend Services, Inc. dated September 1, 2009.

99.2        MDSI audited annual financial statements as of March 31, 2008 and 2009
            and for the years then ended, and the notes related thereto.

99.3        MDSI unaudited interim financial statements as of June 30, 2009 and
            for the period then ended and the notes related thereto.

99.4        Unaudited pro forma Consolidated Balance Sheet as of December 31,
            2008, unaudited pro forma Consolidated Statement of Operations for the
            year ended December 31, 2008, and unaudited pro forma Consolidated
            Statement of Operations for the six months ended June 30, 2009 and the
            notes related thereto.

* Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange on September 3, 2009.


The representations, warranties and covenants contained in the agreements identified above as exhibits were made only for the purposes of those agreements, are between and among the parties to them, as of specific dates, and are solely for the benefit of those parties. The agreements may be subject to contractual limitations agreed to by the parties as well as standards of materiality that differ from those generally applicable to investors, and may reflect an allocation of risk. Various provisions may be interpreted differently by the parties, and may be waived or modified. While the agreements constitute public disclosure under the federal securities laws, when reading representations, warranties and covenants in those agreements, investors should consider the foregoing, as well as information provided by us in this filing and in our other filings, and should not rely solely upon such agreements as characterizations of an actual state of facts.


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