UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act ~~OF 1934~~of 1934

Date of Report (Date of earliest event reported): ~~February 22~~May 17, 2012

Access Plans, Inc.

(Exact name of registrant as specified in ~~its~~ charter)

OKLAHOMA		000-30099		27-1846323
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

000-30099

~~900~~(Commission ~~36th~~File ~~Avenue~~Number) ~~NW, Suite 105, Norman, OK 73072~~

(Address of principal executive offices, including zip code)


Oklahoma		27-1846323
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

900 36^th Avenue NW, Suite 105, Norman, OK (Address of principal executive offices)		73072 (Zip Code)

Registrant’s telephone number, including area code: (405) 579-8525

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 (see General Instruction A.2. below):

¨	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))

Item 1.01. Entry into a Material Definitive Agreement.

~~Entry~~First ~~into~~Amendment aof ~~Material~~the ~~Definitive~~ Agreement. and Plan of Merger

~~Stock~~As ~~Purchase~~previously reported, on February 24, 2012, Access Plans, Inc., an Oklahoma corporation (“Access Plans”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Affinity Insurance Services, Inc., a Pennsylvania corporation and wholly-owned subsidiary of Aon Corporation (“Affinity”), Atlas Acquisition Corp., an Oklahoma corporation and wholly-owned subsidiary of Affinity (“Merger Sub”), and Mark R. Kidd, as representative of the shareholders of Access Plans. The Merger Agreement contemplates the merger of Merger Sub and Access Plans with Access Plans surviving as a wholly-owned subsidiary of Affinity (the “Merger”). Furthermore, the Merger Agreement provides, among other things, that either Access Plans or Affinity will have the right to terminate the Merger Agreement in the event the effective time of the Merger occurs after May 24, 2012 (the “End Date”). On May 17, 2012, the Board of Directors approved and authorized execution of the First Amendment of the Agreement and Plan of Merger (the “Amendment”) changing the End Date to June 8, 2012 from May 24, 2012. On May 17, 2012, each party to the Merger Agreement executed the First Amendment of the Agreement and Plan of Merger.

OnThe ~~February 17,~~First ~~2012,~~Amendment ~~Access~~of ~~Plans,~~the ~~Inc.~~Merger ~~(“Access~~Agreement ~~Plans”)~~has ~~and~~been ~~Reliant~~included ~~Financial~~in ~~Group,~~this ~~LLC~~communication ~~(“Reliant”)~~to ~~entered into~~provide ~~the~~investors ~~Stock~~and ~~Purchase~~shareholders ~~Agreement~~with ~~(the~~information ~~“Sale~~regarding ~~Agreement”),~~its ~~providing~~terms. ~~for~~It ~~the~~is ~~sale~~not ofintended to provide any other factual information about Access Plans’. ~~subsidiary,~~Additional ~~America’s~~information ~~Health~~concerning ~~Care/Rx~~the ~~Plan~~Merger ~~Agency,~~Agreement ~~Inc.~~and ~~(“AHCP”)~~the toMerger ~~Reliant.~~and ~~Access~~other ~~Plans’~~transactions ~~Insurance~~contemplated ~~Marketing Division~~therein ~~activities~~is ~~were~~available ~~principally~~in ~~conducted~~Access byPlans’ ~~AHCP~~public disclosures.

The sale of AHCP was completed on February 22, 2012 (the “Closing Date”). The $1.85 million purchase price was paid in a combination of $.35 million in cash and Access Plans receipt of Reliant’s promissory note in the principal amount of $1.5 million. The purchase price is subject to adjustment in the event the current assets are less than or greater than current liabilities of AHCP and its subsidiary on the Closing Date. To the extent current liabilities exceed current assets, Access Plans agreed to pay Reliant an amount equal to excess. Alternatively, to the extent current assets exceed current liabilities, the principal amount of the promissory note will be reduced by an amount equal to the excess.

The principal amount of the promissory note, subject to adjustment, is payable in three installments of $.4 million by March 22, 2013, $.5 million by March 22, 2014 and $.6 million on March 22, 2015, in each case plus accrued interest at the rate of 5% per annum. The promissory note is secured by the 10,000 shares of AHCP common stock, subject to release as security upon Reliant’s payment of each of the first and second installment payments and the occurrence of certain other events.

Each of Reliant and Access Plans made representations and warranties in the Purchase Agreement that expired on the Closing Date and agreed to certain covenants and agreements that expire by the earlier of their terms or February 22, 2014.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby contained in this Item 1.01 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Merger Agreement, a copy of which is attached as Exhibit 2.1 and incorporated herein by reference.

The Purchase Agreement has been included in this report to provide investors and Access Plans’ shareholders with information regarding its terms. It is not intended to provide any other factual information about Access Plans. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and Access Plans’ shareholders. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Access Plans and AHCP or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Access Plans’ public disclosures.

Safe Harbor Statement

This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; disruption from the proposed transaction making it more difficult to maintain ~~Access Plans’~~ business and operational relationships; and the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; changes in the competitive environment; changes in markets in which Access Plans conducts business; the impact of class actions and individual lawsuits, securities class actions and derivative actions; and the cost of resolution of other contingent liabilities and loss contingencies. Further information concerning Access Plans and its business, including factors that potentially could materially affect Access Plans’ financial results, is contained in Access Plans’ filings with the Securities and Exchange Commission (the “SEC”). See Access Plans’ Annual ~~Reports~~Report on Form 10-K for the fiscal year ended September 30, 2011, Quarterly Report on Form 10-Q for the three months ended ~~December~~March 31, ~~2011~~2012, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to Access Plans’ ~~businesses~~ business. Access Plans does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in its expectations, except as required by law.

Additional Information

~~You~~This ~~may~~report ~~obtain~~does ~~copies~~not constitute the solicitation of any ~~all~~vote ~~documents~~or ~~filed~~approval. byIn connection with the Merger, Access Plans filed an information statement with the SEC that provides additional important information concerning the Merger. Furthermore, ~~free~~a definitive information statement has been mailed to the shareholders of Access Plans. Access Plans’ shareholders will be able to obtain, without charge, ata copy of the ~~SEC’s~~information ~~website~~statement (~~www.sec.gov~~when available), byand ~~accessing~~other ~~Access~~relevant ~~Plans~~documents filed with the SEC from the SEC’s website at http://www.~~accessplans~~sec.~~com~~gov. Access ~~under~~Plans’ ~~the heading~~shareholders ~~“For~~will ~~Investors,”~~also ~~and~~be ~~then~~able ~~under~~to ~~“Investor~~obtain, ~~Relations”~~without ~~and~~charge, ~~then~~a ~~under~~copy of the ~~link~~information ~~“SEC~~statement ~~Filings,~~ and ~~from~~other ~~Access~~documents ~~Plans~~relating byto ~~directing~~the aMerger upon written request to Access Plans ~~at Access Plans~~, Inc., 900 36th Avenue, ~~N.W.,~~ Suite 105, Norman, ~~Oklahoma~~OK 73072, ~~Attention:~~or ~~Investor Relations~~by calling (405) 579-8525, or from Access Plans’ website, http://www.accessplans.com.

Item 98.01. Other Events.

~~Financial~~On ~~Statements~~May 17, 2012, Access Plans declared a one-time cash dividend (the “Special Dividend”) payable on May 31, 2012 to the record holders of Access Plans common stock, par value $0.0001, on May 30, 2012. As of the date of this report, the amount of the Special Dividend per share of Access Plans common stock is not capable of being accurately determined in accordance with the terms, conditions and ~~Exhibits~~limitations of the Merger Agreement; however, the amount of the Special Dividend will be determined on or shortly before May 30, 2012.

Pursuant to the Merger Agreement Access Plans may declare a one-time cash dividend (di.e., the Special Dividend) of up to $0.10 per share of Access Plans common stock payable to Access Plans’ shareholders immediately prior to the closing of the Merger, but only if (x) prior to the closing of the Merger, Access Plans pays the full amount of the Special Dividend to its transfer agent (for subsequent payment to Access Plans shareholders) on terms and conditions acceptable to Affinity and (y) the payment of the Special Dividend does not cause the Net Cash Amount (as defined in the Merger Agreement) immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger to be less than $15,025,000. Although the amount of the Special Dividend per share of Access Plans common stock is not determinable as of the date of this report, the amount of the Special Dividend will be determined on or shortly before May 30, 2012 and become payable on May 31, 2012 as indicated above.

Item 9.01. Financial Statements and Exhibits.

~~2.1~~(d) ~~Stock~~Exhibits Purchase Agreement, dated as of February 17, 2012, among Reliant Financial Group, LLC and Access Plans, Inc.*

*1.1 ~~The~~First ~~schedules~~Amendment toof the ~~Stock~~Agreement ~~Purchase~~and ~~Agreement~~Plan ~~have~~of ~~been~~Merger, ~~omitted~~dated ~~from~~as ~~this~~of ~~report~~May ~~pursuant~~17, to2012, ~~Item~~among ~~601(b)(2)~~Affinity ofInsurance ~~Regulation~~Services, ~~S-K~~Inc., Atlas Acquisition Corp., Access Plans, ~~will~~Inc. ~~furnish~~and ~~copies~~Mark ofR. ~~any~~Kidd, ~~such~~as ~~schedules~~representative toof the ~~SEC~~shareholders ~~upon~~of ~~request~~Access Plans, Inc.

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.

	ACCESS PLANS, INC.
	ACCESS PLANS, INC. (Registrant)
	(Registrant)
Date: May 21, 2012	By:	/s/ Bradley W. Denison
Date: February 27, 2012	By:	/s/ Bradley W. Denison
		Name: Bradley W. Denison
		Name:	Bradley W. Denison
		Title: Chief Operating Officer, Secretary and General Counsel
		Title:	Chief Operating Officer, Secretary and General Counsel

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of February 17, 2012, among Reliant Financial Group, LLC and Access Plans, Inc.
1.1		First Amendment of the Agreement and Plan of Merger, dated as of May 17, 2012, among Affinity Insurance Services, Inc., Atlas Acquisition Corp., Access Plans, Inc. and Mark R. Kidd, as representative of the shareholders of Access Plans, Inc.

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