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SECURITIES AND EXCHANGE COMMISSION

Form 10-K
Amendment No. 1

          (Mark One)

                    For the fiscal year ended                                         

OR

                    For the transition period from January 1, 2004 to September 30, 2004

Commission File No. 000-50118

VistaCare, Inc.

(Exact name of registrant as specified in its charter)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Class A Common Stock, $0.01 par value
Preferred Share Purchase Rights

     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.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy statement incorporated by reference into Part III of this Form 10-K. ÿ

     Indicate by check whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

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     The aggregate market value of the Registrant’s Class A Common Stock held by non-affiliates based on the closing price (as reported by Nasdaq) of such Class A Common Stock on the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2004) was approximately $298,874,076.

     As of November 30, 2004, there were outstanding 16,210,932 shares of the Registrant’s Class A Common Stock, $0.01 par value.

Documents Incorporated by Reference

     Portions of the Proxy Statement for the Registrant’s 2005 Annual Meeting of Stockholders are incorporated herein by reference in Item 5 of Part II and in Part III of this Form 10-K to the extent stated herein.

 

EXPLANATORY NOTE

     This Form 10-K/A is being filed solely to correct typographical and editorial errors in Item 15 of our Transition Report on Form 10-K for the transitional period ended September 30, 2004 filed with the Securities and Exchange Commission on December 14, 2004. Specifically, Exhibit 10.01 has been updated to give the date on which the 1998 Stock Option Plan was amended, restated and adopted by the Board of Directors, and certain legends to the exhibits have been updated to more accurately indicate if a particular exhibit is filed with the Transition Report on Form 10-K or if it is incorporated by reference. In addition, the signature page to the Form 10-K has been updated to reflect that Mr. David A. Freeman has been succeeded by Ms. Geneva B. Johnson as a member of our board of directors. No other changes are being made by means of this filing.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	The following are filed as part of this report:

	(1)	Financial Statements
		The following consolidated financial statements are included in Item 8:

	•	Consolidated Balance Sheets at December 31, 2003 and September 30, 2004;
	•	Consolidated Statements of Operations for the years ended December 31, 2002 and 2003 and September 30, 2004;
	•	Consolidated Statements of Changes in Preferred Stock and Stockholders’ (Deficit) Equity for the years ended December 31, 2002 and 2003 and September 30, 2004; and
	•	Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2003 and September 30, 2004.

(2)

Financial Statement Schedules

     All financial statement schedules are omitted because the required information is not present or not present in sufficient amounts to require submission of the schedule or because the information is reflected in the consolidated financial statements or the notes thereto.

(3)

Exhibits

     The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed as part of this report.

(b)	Reports on 8-K

Not applicable.

 

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

	VISTACARE, INC.
	By:	/s/ Richard R. Slager
		Richard R. Slager
Dated: January 19, 2005		President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard R. Slager and Mark E. Liebner, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Transition Report on Form 10-K and any documents related to this report and filed pursuant to the Securities Exchange Act of 1934, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on January 19, 2005 by the following persons on behalf of the registrant and in the capacities indicated.

 

Exhibit Index

 

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*		Previously filed with the Securities and Exchange Commission as an exhibit to the registrant’s registration statement on Form S-1 (Registration No. 333-98033) dated August 13, 2002, or an amendment thereto, and incorporated herein by reference to the same exhibit number.
†		Filed herewith.