UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of the earliest event reported) ~~June~~July 613, 2012

SRI/SURGICAL EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Florida

001-34953

59-3252632

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12425 Race Track Road

Tampa, Florida 33626

(Address of principal executive offices)

(813) 891-9550

(Registrant’s telephone number, including area code)

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~~Introductory ~~Entry~~Note ~~Into a Material Definitive Agreement.~~

As previously disclosed, on June 6, 2012, SRI/Surgical Express, Inc., a Florida corporation (“SRI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Synergy Health plc, a public limited company incorporated in England and Wales (“Synergy Health”), Synergy Health US Holdings Limited (“Parent”), a private limited company incorporated in England and Wales and a wholly-owned indirect subsidiary of Synergy Health, and SHM Acquisition, Inc., a Florida corporation and wholly-owned subsidiary of Parent (“Purchaser”).

OnPursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer on June 613, 2012, to purchase all of the issued and outstanding shares of SRI~~/Surgical~~’s ~~Express,~~common ~~Inc.~~stock, apar ~~Florida~~value ~~corporation~~$0.001 per share (together with the associated preferred stock purchase rights, the “~~Company~~Shares”), ~~entered~~at ~~into~~a anprice ~~Agreement~~of ~~and~~$3.70 ~~Plan~~per ofShare ~~Merger~~ (the “~~Merger~~Per ~~Agreement~~Share Amount”), ~~with~~net to the selling shareholder in cash, without interest and ~~Synergy~~less ~~Health~~any ~~plc~~applicable withholding taxes, aupon ~~public~~the ~~limited~~terms ~~company~~and ~~incorporated~~subject into the conditions set ~~England~~forth ~~and~~in ~~Wales~~the Offer to Purchase dated June 13, 2012 (the “~~Synergy~~Offer ~~Health~~to Purchase”), ~~Synergy~~and ~~Health~~the USrelated ~~Holdings~~Letter ~~Limited~~of Transmittal (the “~~Parent~~Letter of Transmittal”) which, atogether ~~private~~with ~~limited~~the ~~company~~Offer ~~incorporated~~to inPurchase, ~~England~~constitute ~~and~~the “Offer”), ~~Wales~~which ~~and~~were aattached ~~wholly-owned~~as ~~indirect~~exhibits ~~subsidiary~~to ofthe ~~Synergy~~Tender ~~Health,~~Offer ~~and~~Statement ~~SHM~~on ~~Acquisition,~~Schedule ~~Inc.~~TO, a ~~Florida~~filed ~~corporation~~by ~~and~~Purchaser ~~wholly-owned~~with ~~subsidiary~~the ofU.S. ~~Parent~~Securities and Exchange Commission (the “~~Purchaser~~SEC”) on June 13, 2012.

~~Pursuant~~The toOffer ~~the~~expired ~~Merger~~at ~~Agreement~~12:00 midnight, ~~and~~New York City time, on Thursday, July 12, 2012. On July 13, 2012, Parent announced the results ~~terms~~of ~~and~~the ~~subject~~Offer. According to Computershare Trust Company, N.A., the ~~conditions~~depositary ~~described~~for ~~therein~~the Offer, ~~Purchaser~~as ~~has~~of ~~agreed~~the expiration of the Offer, ~~through~~a ~~Parent~~total of 5,365,901 toShares ~~commence~~were avalidly ~~cash~~tendered ~~tender~~and ~~offer~~not ~~(the~~properly ~~“Offer”)~~withdrawn toupon ~~purchase~~the ~~all~~expiration of the ~~Company’s~~Offer (including ~~issued~~Shares ~~and~~tendered ~~outstanding~~pursuant ~~shares~~to ofthe ~~common~~guaranteed ~~stock~~delivery procedures), ~~par~~representing ~~value $0~~approximately 82.~~001~~7% ~~per~~of ~~share~~all outstanding Shares on a fully diluted basis (~~“Common~~other ~~Stock”),~~than the restricted stock awards and ~~the~~Company ~~associated~~Stock ~~Rights~~Options (as defined in ~~Item 3.03~~the Merger ~~below~~Agreement) ~~distributed~~which toSRI ~~the~~has ~~Company’s~~cancelled ~~shareholders~~and ~~pursuant~~is toin the ~~Rights~~process ~~Agreement~~of ~~(as~~cashing ~~defined~~out in ~~Item 3.03~~accordance ~~below)~~with ~~(collectively~~the ~~with~~terms of the ~~Common~~ ~~Stock~~Merger Agreement), and therefore satisfied the “~~Shares~~minimum tender condition”), atof athe ~~price~~Offer (which required the tender of ~~$3.70~~a majority ~~per~~of ~~Share~~the inCompany’s ~~cash,~~outstanding ~~without~~Shares ~~interest~~on a fully diluted basis (~~less~~other ~~any~~than ~~applicable~~the ~~withholding~~restricted ~~taxes~~stock awards and Company Stock Options). (Purchaser accepted for payment all validly tendered Shares. Based on the “Per Share Amount~~”).~~ ~~The~~and ~~transaction~~the isnumber of ~~valued~~Shares invalidly ~~the~~tendered ~~aggregate~~and accepted for payment (including Shares tendered by notice of guaranteed delivery), at ~~approximately~~the ~~$25.06~~expiration ~~million~~of ~~in equity~~the Offer, the value ~~and~~of the Shares accepted for payment by Purchaser pursuant to the Offer was approximately $3819.45 9 million. inOn ~~enterprise~~July 13, ~~value.~~2012, SRI and Synergy Health ~~has~~plc ~~guaranteed~~issued a joint press release announcing the ~~obligations~~completion of ~~Parent~~the ~~and~~Offer, ~~Merger~~a ~~Sub~~copy ~~under~~of ~~the~~which ~~Merger~~is ~~Agreement~~attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Purchaser~~On ~~has~~July 16, ~~agreed~~2012, toParent ~~commence~~completed the ~~Offer~~acquisition asof ~~promptly~~SRI asthrough ~~practicable~~Purchaser merging with and nointo ~~later~~SRI ~~than~~in ~~June 18,~~a ~~2012,~~“short ~~and~~form” merger (the ~~Offer~~“Merger”) ~~will~~in ~~expire~~accordance onwith ~~the~~Section 607.1104 ~~20th~~of ~~business~~the ~~day~~Florida ~~beginning~~Business ~~with~~Corporation ~~(and~~Act, ~~including)~~without the ~~commencement~~ ofneed ~~the~~for ~~Offer,~~a ~~unless~~meeting ~~extended~~of inSRI’s ~~accordance~~shareholders, with SRI surviving the ~~terms~~Merger as a wholly owned subsidiary of Parent. At the ~~Merger~~effective ~~Agreement~~time ~~and~~of ~~applicable~~the ~~law~~Merger (the “~~Expiration~~Effective ~~Date~~Time”)., ~~The~~each ~~purchaser~~Share isoutstanding ~~required~~immediately prior to ~~extend~~ the ~~Offer~~Effective ~~for~~Time ~~one~~(other orthan ~~more~~Shares ~~periods~~owned ofby upSRI, 20Parent toor ~~business~~any ~~days each~~of ~~following~~their ~~the~~subsidiaries ~~Expiration~~(including ~~Date~~Purchaser)) ifwas ~~any~~converted into of the ~~conditions~~right to receive the ~~Offer~~Per ~~has~~Share ~~not~~Amount, ~~been~~without ~~satisfied~~interest orand ~~validly~~less ~~waived~~any byapplicable ~~Purchaser~~withholding bytaxes, upon the ~~Expiration~~surrender ~~Date.~~of ~~The~~the ~~length~~certificate ofrepresenting ~~each~~ such ~~period~~Shares. isThe tonet betransaction ~~determined~~value byof the ~~Purchaser~~Offer inand ~~its~~the ~~sole~~Merger ~~discretion.~~was approximately $25 ~~However~~million. On July 16, in2012, noSRI ~~event~~and ~~may~~Synergy ~~the~~Health ~~Offer~~plc beissued ~~extended~~a ~~beyond~~joint ~~August 27,~~press ~~2012~~release (announcing the ~~“Outside~~completion ~~Date”)~~of ~~without~~ the ~~consent~~Merger, a copy of ~~the~~which ~~Company~~is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

~~The~~Synergy ~~obligation~~Health ofplc ~~Parent~~ and ~~Purchaser~~Parent tohave ~~consummate~~provided ~~the~~Purchaser ~~Offer~~with issufficient ~~subject~~funds topaid ~~customary~~or ~~closing conditions, including but not limited~~ to: ~~(a) at least a majority of the outstanding Shares (disregarding any restricted stock awards, which will~~ be ~~redeemed~~paid byin ~~the~~connection ~~Company~~with ~~immediately following~~ the ~~completion of the~~ Offer) ~~having been validly tendered~~ and ~~not withdrawn prior to~~ the ~~expiration of the Offer (the “Minimum Tender~~ ~~Condition”); and (b) there having occurred no change in recommendation by the Company’s Board of Directors (the “Company Board”)~~Merger.

~~Following~~As ~~the~~a ~~successful~~result ~~completion~~ of the ~~Offer,~~completion ~~subject to customary conditions (including receipt~~ of the ~~requisite approval of the Company’s shareholders~~Offer, ifa ~~required~~change ~~under~~in ~~applicable~~control ~~law), Purchaser~~of ~~will~~SRI beoccurred ~~merged with~~ and ~~into the Company~~, ~~with the Company surviving~~ as a result ~~wholly-owned subsidiary~~ of ~~Parent (~~the ~~“Merger”).~~completion ~~At the effective time~~ of the Merger, ~~each~~SRI ~~issued~~has ~~and~~become ~~outstanding~~a ~~Share,~~direct ~~other than any Shares held in the treasury of the Company or~~ wholly-owned bysubsidiary ~~Parent, Purchaser or any~~ of ~~their~~Synergy ~~respective~~Health ~~subsidiaries, will be converted into the right to receive an amount equal to the Per Share Amount~~plc.

InUpon completion of the ~~Merger Agreement~~Offer, ~~the~~Purchaser ~~Company~~acquired ~~granted~~control toof ~~Purchaser~~more anthan ~~irrevocable~~50% ~~option~~of ~~(the~~SRI’s ~~“Top-Up~~voting ~~Option”)~~power and, onas a result, the ~~terms~~Company ~~and~~qualifies ~~subject to~~as ~~the~~a ~~conditions~~“controlled ~~set~~company” ~~forth~~as defined in Rule 5615(c)(1) of the ~~Merger~~Marketplace ~~Agreement~~Rules (~~including~~ the “Marketplace ~~Minimum~~Rules”) ~~Tender~~of ~~Condition),~~The toNASDAQ ~~purchase~~Stock ~~from~~Market ~~the~~LLC ~~Company~~(“NASDAQ”). atTherefore, ~~the~~as ~~Per~~of ~~Share~~July 13, ~~Amount~~2012, aSRI ~~number~~is ofexempt ~~newly-issued~~from ~~Shares~~the ~~equal~~requirements toof ~~the~~Rule ~~lowest~~5605(b)(1) ~~number~~ of ~~Shares~~the ~~that,~~Marketplace ~~when~~Rules ~~added~~with respect to ~~the~~SRI’s ~~number~~Board of ~~Shares~~Directors ~~owned~~being bycomprised ~~Parent,~~of ~~Purchaser~~a ~~and~~majority ~~their~~of ~~subsidiaries~~independent ~~immediately~~directors, ~~prior~~and toRules ~~exercise~~5605(d) and 5605(e) of the ~~Top-Up~~Marketplace ~~Option,~~Rules ~~would~~covering ~~constitute~~the ~~one~~independence ~~share~~of ~~more~~directors ~~than~~serving ~~80%~~on of the ~~Shares~~Compensation ~~outstanding~~Committee ~~immediately~~and ~~after~~ the ~~issuance~~Nominating Committee of ~~the~~SRI’s ~~Top-Up~~Board of ~~Shares~~Directors, onrespectively. aThe ~~fully-diluted basis~~controlled ~~(assuming~~company ~~the~~exemption ~~issuance~~does ofnot extend to the ~~Shares~~audit ~~pursuant~~committee torequirements ~~the~~under ~~Top-Up~~Rule ~~Option~~5605(c) ~~and~~of the ~~exercise~~Marketplace ofRules ~~all~~or ~~options~~the ~~and~~requirement ~~other~~for ~~rights~~executive tosessions ~~purchase~~of ~~Shares~~independent ~~(if~~directors ~~any~~under Rule 5605(b)(2) ~~that~~of the ~~remain~~Marketplace ~~outstanding~~Rules.

References to, and descriptions of, the Merger Agreement as set forth herein are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which was filed by SRI as Exhibit 2.1 to the Form 8-K dated June 7, 2012, and which is incorporated herein by reference.

after the completion of the Offer, regardless of exercise price, vesting schedule, or other terms and conditions) (the “Top-Up Option Shares”). The Top-Up Option is only exercisable once in whole and not in part at any time following the date on which Purchaser accepts for payment and pays for Shares pursuant to the Offer (the “Purchase Date”) and prior to the earlier of (i)Item ~~the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms~~1.02. ~~The~~Termination ~~aggregate exercise~~ of ~~the Top-Up Option may be paid to the Company, at Purchaser’s election, either (i) entirely in cash or (ii) by delivering~~ a ~~promissory~~ ~~note,~~Material orDefinitive ~~any combination thereof~~Agreement. Such promissory note will bear simple interest at the applicable federal rate as determined for U.S. income tax purposes, will mature and principal and all accrued interest will be payable in full on or prior to one year from the date of execution of such promissory note, and will be full recourse to Parent and Purchaser. The Top-Up Option was granted and the Top-Up Shares, if any, will be issued pursuant to the exemption from registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended.

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~contains representations~~the Merger, ~~warranties~~on ~~and~~July 16, ~~covenants~~2012, ~~customary~~SRI ~~for~~repaid ain ~~transaction~~full ofits ~~this~~outstanding ~~nature,~~balance ~~including~~under ~~among~~its ~~other~~credit ~~things,~~facility ~~covenants~~with ~~(a) for~~Bank ~~each~~ of ~~the~~America, ~~parties~~N.A. to(the ~~use~~“Lender”), ~~all~~together ~~reasonable~~with interest ~~best~~and ~~efforts~~all toother ~~cause~~amounts ~~the~~due ~~closing~~in ofconnection ~~the~~with ~~Offer~~such ~~and~~repayment, ~~the~~under ~~Merger~~that ~~to occur~~certain asAmended ~~promptly~~and asRestated ~~practicable~~Loan and ~~(b) for~~Security ~~the~~Agreement, ~~Company~~dated toas ~~conduct~~of ~~its~~August 4, ~~business~~2011, inas amended (the ~~ordinary~~“Loan ~~course~~Agreement”), ~~consistent~~between ~~with~~SRI ~~past~~and ~~practice until~~ the Lender, ~~effective~~and ~~time~~terminated of the ~~Merger~~Loan Agreement.

The Company has agreed not to solicit or engage in discussions concerning alternative proposals for the acquisition of the Company, and it must notify Parent of its receipt of any inquiry or proposal regarding an alternative transactionItem 2. However, the Company may, at any time, under certain circumstances, respond to any bona fide, unsolicited alternative proposal that the Company Board determines in good faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes, or would reasonably be expected to result in, a Superior Proposal (as defined in the Merger Agreement)01. InCompletion ~~the event that the Company receives an unsolicited proposal that the Company Board concludes is a Superior Proposal (after giving effect to all~~ of ~~the~~Acquisition ~~adjustments to the Merger Agreement which may be offered by Parent during a three business day notice period described below), under certain circumstances the Company Board may change its approval~~ or ~~recommendation~~Disposition of the Offer, the Merger and the Merger Agreement and the Company may terminate the Merger Agreement to accept the Superior Proposal (subject to the Company paying the Breakup Fee (as defined below) within ten (10) days of such termination)Assets. However, prior to a change of approval or recommendation by the Company Board or the Company’s termination of the Merger Agreement due to a Superior Proposal, the Company must provide Parent with at least three business days’ prior notice of its intention to take such actions, and thereby provide Parent with any opportunity within such three business days to make a new offer.

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~includes~~under ~~customary termination provisions for~~ the ~~Company~~Introductory ~~and~~Note ~~Parent~~above ~~and~~is ~~provides~~incorporated ~~that, in connection with the termination of the Merger Agreement under specified circumstances (including, without limitation, the acceptance~~ by ~~the~~reference Company of a Superior Proposal or the Company Board changing its approval or recommendation of the Offer, the Merger or the Merger Agreement), the Company will be required to pay Parent a termination fee of $1,150,000 inclusive of expenses (the “Breakup Fee”), which represents 3herein.0% ~~of the Company’s enterprise value based on the transaction.~~

In addition, if the Offer expires or terminates or is withdrawn without any Shares being purchased or is not completed on or before the Outside Date, either Parent or the Company may terminate the Merger Agreement, and, upon certain breaches of the Merger Agreement by the Company, Parent may terminate the Merger AgreementItem 3.01. IfNotice ~~prior to the date~~ of ~~(a) the~~Delisting ~~termination arising from the Offer not being completed on~~ or ~~before~~Failure ~~the~~to ~~Outside~~Satisfy ~~Date or (b)~~ a ~~termination~~Continued byListing ~~Parent~~Rule ~~for a breach by the Company, (i) a competing acquisition proposal is made~~ or ~~communicated~~Standard; toTransfer ~~the~~of ~~Company’s~~Listing. ~~senior management or the Board or is publicly disclosed and (ii) the Company enters into an agreement with~~

3In connection with the Merger, on July 16, 2012, SRI notified the NASDAQ Stock Market (“NASDAQ”) of the completion of the Merger and requested that NASDAQ file a notification with the Securities and Exchange Commission (the “SEC”) to delist and deregister SRI’s Shares. On July 16, 2012, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister SRI’s Shares, which will become effective 10 days after the Form 25 was filed with the SEC. Upon effectiveness of the Form 25, SRI intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of its Shares under Section 12(g) of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~respect~~Item 3.03. toModification ~~any~~of ~~such~~Rights ~~competing acquisition proposal within twelve months after such termination, then the Company will also be required to pay Parent the Breakup Fee within ten business days~~ of ~~entering~~Security ~~into such definitive agreement~~Holders.

~~Neither the Offer nor the Merger is subject to a financing condition.~~ The ~~closing~~information ~~of the~~set ~~Merger~~forth isin ~~subject to customary closing conditions~~Item 3.01 ~~If Purchaser achieves ownership of 80% of the outstanding Shares through the Offer, including any exercise of the Top-Up Option described~~ above, itis ~~has~~incorporated ~~agreed to promptly effect the Merger in accordance with the “short-form” merger procedures under the Florida Business Corporation Act, without a vote or any further action~~ by ~~the~~reference ~~Company’s shareholders~~herein. ~~Otherwise, the Parent and Purchaser will need to obtain the approval of the Company’s shareholders holding a majority of the Shares to adopt the Merger Agreement prior to consummating the Merger.~~

~~Under~~At the ~~Merger~~effective ~~Agreement,~~time ~~each option that is outstanding immediately prior to the consummation~~ of the ~~Offer and that is “out-of-the-money” (i.e.~~Merger, ~~the~~holders ~~Per Share Amount is equal to or less than the exercise price~~ of ~~such~~Shares ~~option)~~ceased ~~immediately prior~~ to ~~the~~have ~~consummation~~any ofrights ~~the~~as ~~Offer~~holders will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange for such options. Each option, whether vested or unvested, that is outstanding immediately prior to the consummation of ~~the~~Shares ~~Offer and that is “in-the-money”~~ (~~i.e.,~~other ~~Per Share Amount is higher~~ than ~~the~~their ~~exercise~~right ~~price of such option) immediately prior~~ to ~~the consummation of the~~receive ~~offer will be cancelled as of immediately following~~ the ~~consummation~~Per ofShare ~~the Offer and~~Amount, innet ~~exchange therefor, each former holder of such cancelled options will be entitled~~ to ~~receive from~~ the ~~Company~~selling anshareholder ~~amount per option~~ in cash ~~equal to the excess (if any) of the Per Share Amount over the exercise price per share of such option~~, without interest and ~~subject~~less to any ~~required~~applicable withholding taxes~~. Each restricted stock award~~, ~~whether~~upon orthe ~~not~~terms ~~vested~~and orsubject ~~exercisable, immediately prior~~ to the ~~consummation~~ ofconditions ~~the Offer will be automatically cancelled as~~ of ~~immediately following~~ the ~~consummation~~Merger ofAgreement) ~~the Offer~~ and, ~~in exchange therefor~~accordingly, ~~each~~no ~~former~~longer ~~holder~~have ofany ~~such~~interest ~~cancelled restricted stock award will be entitled to receive an amount~~ in ~~cash,~~ ~~equal~~SRI’s tofuture ~~the~~earnings ~~product~~or ~~of (i) the aggregate number of Shares in respect of such restricted stock award multiplied by (ii) the Per Share Amount, without interest and subject to any required withholding taxes~~growth.

~~The Merger Agreement provides that, subject to the requirements of Section~~Item ~~14(f)~~5.01. ofChanges the Exchange Act and Rule 14f-1 promulgated thereunder, upon the purchase by Purchaser pursuant to the Offer of such number of Shares as shall satisfy the Minimum Tender Condition, and from time to time thereafter, Purchaser may designate directors to serve on the Company Board up to such number of directors equal to the product (rounded up to the next whole number) obtained by multiplying (a) the total number of directors on the Company Board (giving effect to any increase in ~~the~~Control ~~number~~ of directors pursuant to the Merger Agreement) by (b) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and their respective subsidiaries bears to the total number of Shares then outstandingRegistrant.

The ~~foregoing~~information ~~description~~set offorth ~~the~~under ~~Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by,~~ the ~~full~~Introductory ~~text~~Note ofabove ~~the Merger Agreement, which~~ is ~~attached as Exhibit 2.1 hereto and is~~ incorporated ~~herein~~ by reference. ~~The Merger Agreement has been attached to provide investors with information regarding its terms~~herein. It is not intended to modify or supplement any factual disclosures about the Company, Parent, Purchaser or Synergy Health in its public reports filed with the U.S. Securities and Exchange Commission by the Company, Parent or Purchaser and it is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Parent, Purchaser or Synergy Health. In particular, the representations, warranties and covenants set forth in the Merger Agreement (a) were made solely for purposes of the Merger Agreement and solely for the benefit of the contracting parties, (b) may be subject to limitations agreed upon by the contracting parties, including being qualified and modified by confidential disclosures made to Parent and Purchaser in connection with the Merger Agreement, (c) will not survive consummation of the Merger, (d) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (e) were made only as of the date of the

4The other information required by Item 5.01(a) of Form 8-K is contained in (i) the SRI’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the SEC on June 13, 2012, including the Information Statement comprising Annex I thereto, as subsequently amended and supplemented, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Parent and Purchaser with the SEC on June 13, 2012, as subsequently amended and supplemented, and such information is incorporated herein by reference.

~~Merger Agreement or such other date as is specified in the Merger Agreement, and (f)~~Item ~~may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts~~5.02. ~~Investors~~Departure ~~are not third-party beneficiaries under the Merger Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations~~ of ~~the~~Directors ~~actual state of facts~~ or ~~conditions~~Certain ofOfficers; ~~the~~Election ~~parties. Moreover, information concerning the subject matter~~ of ~~the~~Directors; ~~representations~~Appointment ~~and warranties may change after the date~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement,~~Compensatory ~~which~~Arrangements subsequent information may or may not be fully reflected in subsequent public disclosure. The representations and warranties set forth in the Merger Agreement may also be subject to a contractual standard of ~~materiality~~Certain ~~different from that generally applicable under federal securities laws~~Officers.

~~Shareholder~~After ~~Tender~~the Acceptance Date and pursuant to the terms of the Merger Agreement, Purchaser was entitled to appoint individuals to serve as directors of SRI such that Purchaser’s appointees constitute a majority of SRI’s Board of Directors (the “Board”). On July 13, 2012, Purchaser notified SRI to accept the voluntary resignations of each of James M. Emanuel, Wayne R. Peterson, Michael Israel, and James T. Boosales as directors of SRI, and to instruct the Board to appoint Richard Martin Steeves, Gavin Hill, Jonathan Turner and Glenn Thibault as directors of SRI to fill the vacancies created by such resignations. On July 13, 2012, Messrs. Steeves, Hill, Turner and Thibault were appointed as directors as of such date to serve until the Effective Time.

~~Concurrently~~Pursuant ~~with~~to the ~~execution of the~~ Merger Agreement, ~~certain~~at ~~stockholders of~~ the ~~Company~~Effective Time, ~~who~~each ~~hold approximately 32%~~ of ~~the~~Gerald ~~outstanding~~Woodard, ~~stock~~Charles ofT. ~~the Company have entered into a Tender and Support Agreement (each~~Orsatti, aCharles ~~“Shareholder~~W. ~~Tender Agreement~~Federico,” ~~and~~Gavin ~~collectively,~~Hill ~~the “Shareholder Tender Agreements”) with Parent~~ and ~~Purchaser.~~Jonathan ~~Pursuant~~Turner tovoluntarily ~~the~~resigned ~~terms~~as directors of ~~each Shareholder Tender Agreement~~SRI, ~~such shareholder has agreed to,~~and ~~among~~Messrs. ~~other~~Steeves ~~things,~~and ~~tender his~~Thibault, ~~her~~as ~~or its Shares in~~ the ~~Offer,~~directors ~~and~~of ~~comply~~Purchaser ~~with~~immediately ~~certain~~prior ~~restrictions~~to on the ~~disposition~~Effective ~~of such shares~~Time, ~~subject~~became to the ~~conditions~~directors of ~~such~~SRI ~~agreement.~~until ~~Each~~their ~~Shareholder~~respective ~~Tender~~successors ~~Agreement~~are ~~will~~duly ~~terminate~~elected ~~upon~~or ~~certain circumstances,~~appointed ~~including~~and ~~upon~~qualified ~~termination~~in ofaccordance ~~the~~with ~~Merger~~SRI’s ~~Agreement,~~Amended ~~the~~and Restated ~~effective~~Articles ~~time~~ of ~~the~~Incorporation ~~Merger~~and orSecond ~~the~~Amended ~~termination~~and ofRestated ~~such~~Bylaws, ~~Shareholder~~or ~~Tender~~as ~~Agreement~~otherwise provided by ~~written~~applicable ~~notice from Parent to such Shareholders~~law.

~~The~~Additionally, ~~foregoing~~at ~~description of each Shareholder Tender Agreement does not purport to be complete and is qualified in its entirety by reference to~~ the ~~form~~Effective ~~of Shareholder Tender Agreement~~Time, ~~which~~Mr. Steeves iswas ~~substantially~~appointed as ~~filed~~SRI’s asExecutive ~~Exhibit 10~~Chairman.1 ~~hereto and is incorporated herein by reference.~~

~~Item 3.03~~Each ~~Material~~resigning ~~Modification~~director resigned pursuant to ~~Rights~~the provisions of ~~Security~~the ~~Holders~~Merger Agreement and no director resigned from the Board because of any disagreements with SRI on any matter relating to SRI’s operations, policies or practices. Information about Messrs. Steeves, Hill, Turner and Thibault was previously disclosed in the Information Statement comprising Annex I to SRI’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed by SRI with the SEC on June 13, 2012, as subsequently amended and supplemented, and is incorporated by reference herein.

~~On June~~Item 6, 2012, the Company entered into an Amendment to Rights Agreement (the “Amendment”) with Registrar and Transfer Agent, as rights agent (the “Rights Agent”). The Amendment amends the terms of the Rights Agreement, dated as November 5~~, 2010, between the Company and the Rights Agent (the “Rights Agreement”)~~.03. ~~The~~Amendments ~~Amendment was entered into in order~~ to ~~ensure~~Articles ~~that the Merger Agreement, the Offer, the Merger or the consummation~~ of ~~any~~Incorporation ~~other transaction contemplated by the Merger Agreement do not trigger the distribution and/~~or exercise of the Rights (as defined in the Rights Agreement). The Amendment provides that, among other things: (i) no Person (as defined in the Rights Agreement) will be or become an Acquiring Person (as defined in the Rights Agreement) as a result of, among other things, the execution, delivery or public announcement of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger AgreementBylaws; ~~(ii) no~~Change ~~Stock Acquisition Date (as defined~~ in ~~the~~Fiscal Rights Agreement) or Distribution Date (as defined in the Rights Agreement) will occur as a result of, among other things, the execution, delivery or public announcement of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement; and (iii) the Rights will expire immediately prior to the Effective Time (as defined in the Merger Agreement)Year. ~~The Amendment also confirms that no Rights have been exercised through June 6, 2012, and that any exercised Rights shall be deemed null and void at the Effective Time.~~

APursuant ~~copy~~to ofthe Merger Agreement, at the ~~Amendment~~Effective isTime, ~~attached~~SRI’s Amended and Restated Articles of Incorporation, as ~~Exhibit 4.1~~amended, ~~hereto~~were amended and isrestated ~~incorporated~~in ~~herein~~their byentirety ~~reference.~~to ~~The~~conform ~~foregoing~~substantially ~~description~~to Purchaser’s Articles of ~~the~~Incorporation ~~Amendment~~as ~~does~~in ~~not~~effect ~~purport~~immediately prior to bethe ~~complete~~Effective Time. A copy of SRI’s Amended and isRestated ~~qualified~~Articles inof ~~its~~Incorporation is filed as ~~entirety~~Exhibit by3.1 ~~reference~~hereto toand ~~the~~incorporated ~~Amendment~~by reference herein.

~~Item 7~~In addition, pursuant to the Merger Agreement, at the Effective Time, SRI’s Amended and Restated Bylaws were amended and restated in their entirety to conform substantially to Purchaser’s Bylaws as in effect immediately prior to the Effective Time.01 ~~Regulation FD~~A ~~Disclosure~~copy of SRI’s Second Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and incorporated herein by reference.

OnThe ~~June 7,~~description ~~2012,~~of the ~~Company~~Merger ~~and~~Agreement ~~Parent~~set ~~issued~~forth aabove ~~joint~~does ~~press~~not ~~release~~purport ~~announcing~~to ~~that~~be complete ~~they~~and ~~have~~is ~~entered~~qualified ~~into~~in ~~the~~its ~~Merger~~entirety ~~Agreement.~~by ~~A copy~~reference ofto the ~~press~~Merger ~~release is attached hereto as Exhibit 99.1~~Agreement, ~~and~~which iswas ~~incorporated~~filed ~~herein~~ by ~~reference.~~SRI Inas ~~accordance~~Exhibit ~~with General Instruction B.~~2.1 ofto ~~Form~~SRI’s ~~8-K, the information in this~~ Current Report on Form 8-K, ~~including~~filed ~~Exhibits~~on ~~99.1~~June 7, ~~that~~2012, and is ~~being~~ ~~furnished~~incorporated ~~pursuant~~by reference herein.

5Item 9.01. Financial Statements and Exhibits.

~~to Item 7.01 of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ (~~the “Exchange Act”~~d), orExhibits otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of June 6, 2012, by and among SRI, Parent, Purchaser and Synergy Health plc, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SRI on June 7, 2012.

3.1		Amended and Restated Articles of Incorporation of SRI/Surgical Express, Inc.

3.2		Second Amended and Restated Bylaws of SRI/Surgical Express, Inc.

99.1		Press Release, dated July 13, 2012

99.2		Press Release, dated July 16, 2012

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of June 6, 2012, among the Company, Parent, Purchaser and Synergy Health
4.1		Amendment to Rights Agreement, dated as of June 6, 2012, between the Company and Registrar and Transfer Company
10.1		Form of Tender and Support Agreement
99.1		Joint Press Release dated June 7, 2012, issued by the Company and Synergy Health

IMPORTANT INFORMATION ABOUT THE TENDER OFFER

This Form 8-K is not an offer to purchase or a solicitation of an offer to sell securities of the Company. The planned tender offer by Parent and Purchaser for all of the outstanding shares of common stock of the Company described herein has not yet commenced. Following the commencement of the tender offer, Parent and Purchaser will mail to the Company shareholders an offer to purchase and related materials and the Company will mail to its shareholders a solicitation/recommendation statement with respect to the tender offer. At the time the offer is commenced, Parent and Purchaser will file a tender offer statement with the U.S. Securities and Exchange Commission (the “SEC”) on Schedule TO, and the Company will file a solicitation/recommendation statement with the SEC on Schedule 14D-9 with respect to the tender offer. Investors and the Company’s shareholders are strongly advised to read these materials in their entirety (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement when they become available, since they will contain important information that should be considered before any decision is made with respect to the tender offer. The Company’s shareholders may obtain a free copy of these materials (when they become available) and other documents filed by Parent, Purchaser or the Company with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained (when they become available) for free by contacting the information agent for the tender offer (when one is selected).

*******

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 of the Company: Some of the statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements are related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue,” or the negative of such terms, or other comparable terminology. These statements are only predictions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider the factors discussed in filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2011, the Company’s quarterly reports on Form 10-Q, and periodic reports on Form 8-K. Do not rely on any forward-looking statement, as the Company cannot predict or control many of the factors that ultimately may affect its ability to achieve the results estimated. The Company makes no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

SIGNATURE

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.

	SRI/SURGICAL EXPRESS, INC.
	SRI/SURGICAL EXPRESS, INC. (Registrant)
	(Registrant)
Date: July 16, 2012	By:	/s/ Gerald Woodard
Date: June 7, 2012	By:	/s/ Gerald Woodard
		Name: Gerald Woodard
		Title: Chief Executive Officer

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