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: ~~February~~March 731, 2011 (Date of earliest event reported)

EMERGENT GROUP INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1–-34208

Nevada (State or other jurisdiction of incorporation) 93–1215401 (IRS Employer Identification No.)

Nevada		93-1215401
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

10939 Pendleton Street

Sun Valley, California 91352
(Address of principal executive offices, including zip code)

(818) 394–-2800 (Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a–-12 under the Exchange Act (17 CFR 240.14a–-12)

o Pre–-commencement communications pursuant to Rule 14d–-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre–-commencement communications pursuant to Rule 13e–-4(c) under the Exchange Act (17 CFR 240.13e–-4(c))

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On February 6, 2011, Emergent Group, Inc., a Nevada corporation (“Emergent Group”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Hospital Services, Inc., a Delaware corporation (“UHS”), and UHS’s wholly owned subsidiary, Sunrise Merger Sub, Inc., a Nevada corporation (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of Emergent Group’s common stock at a purchase price of $8.46 per share in cash (the “Consideration”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 2, 2011 (the “Offer to Purchase”), and the related Letter of Transmittal, each as amended or supplemented from time to time.

OnThe ~~February 6,~~offering ~~2011,~~period ~~Universal~~for ~~Hospital~~the ~~Services,~~Offer expired at 5:00 ~~Inc~~p.m., aNew ~~Delaware~~York ~~corporation~~City ~~(“Parent”)~~time, ~~and~~on ~~Parent’s~~Wednesday, ~~wholly~~March 30, ~~owned~~2011. ~~subsidiary,~~According ~~Sunrise~~to ~~Merger~~American ~~Sub~~Stock Transfer & Trust Company, ~~Inc.~~LLC, athe ~~Nevada~~depositary ~~corporation~~for ~~(“Merger~~the ~~Sub”)~~Offer, ~~entered~~as ~~into~~of anthat ~~Agreement~~time, ~~and~~approximately ~~Plan~~6,419,208 shares of ~~Merger~~Emergent ~~(the~~Group’s ~~“Merger~~common ~~Agreement”)~~stock ~~with~~(excluding ~~Emergent~~approximately ~~Group Inc.~~2,507shares ato ~~Nevada~~be ~~corporation~~delivered (within the ~~“Company”). Pursuant~~next three NYSE trading days pursuant to the ~~Merger~~Notice ~~Agreement,~~of ~~Parent~~Guaranteed ~~and~~Delivery) ~~Merger~~had ~~Sub~~been ~~will~~validly ~~commence~~tendered aand ~~tender~~not ~~offer~~withdrawn (pursuant to the “Offer”), torepresenting ~~purchase~~approximately ~~all~~92.3% of the ~~issued and~~ outstanding shares of ~~the~~Emergent ~~Company~~Group’s common stock~~, par value $0~~.04 Merger ~~per~~Sub ~~share~~accepted ~~(each~~for apayment ~~“Share”~~all ~~and~~shares ~~collectively~~of ~~the~~Emergent ~~“Shares”),~~Group’s atcommon astock ~~purchase~~that ~~price~~were ofvalidly ~~$8.46~~tendered ~~per~~and ~~share~~not inwithdrawn, ~~cash~~and topayment befor ~~followed~~such byshares ais ~~merger~~being ofmade ~~Merger~~in ~~Sub~~accordance with ~~and~~the ~~into~~terms of the ~~Company~~Offer. UHS ~~with~~provided ~~the~~sufficient ~~Company~~funds ~~surviving~~to asMerger aSub ~~wholly~~to ~~owned~~acquire ~~subsidiary~~all of ~~Parent (~~the ~~“Merger”)~~outstanding shares of Emergent Group’s common stock.

~~The~~On ~~transactions~~April 1, ~~are~~2011, ~~expected to be completed within 45 to 90 days. The consummation of the Offer and the~~ Merger ~~are~~Sub ~~subject~~effected toa ~~various~~short-form ~~closing~~merger ~~conditions, including the tender of sixty five percent~~ (~~65%) of~~ the ~~Shares, the expiration of a twenty—one day~~ “~~go—shop~~Merger”) ~~period~~of ~~and other customary conditions. The Offer is not subject to a financing condition. The~~ Merger ~~Agreement~~Sub ~~also~~with ~~includes~~and ~~customary~~into ~~termination~~Emergent ~~provisions~~Group ~~for~~under ~~both~~Nevada ~~the Company and Parent and provides that~~law, inwithout ~~connection with~~ the ~~termination~~need offor ~~the~~a ~~Merger~~meeting ~~Agreement~~of ~~under~~Emergent ~~specified~~Group’s ~~circumstances~~shareholders, ~~the~~with ~~Company~~Emergent ~~will~~Group besurviving ~~required~~as ~~to pay Parent~~ a ~~termination~~wholly ~~fee~~owned subsidiary of ~~$2,235,000~~UHS.

InAt ~~connection with~~ the ~~Offer~~effective ~~and~~time ~~pursuant to the terms and conditions~~ of the Merger ~~Agreement~~, ~~the~~each ~~Company~~issued ~~granted~~and tooutstanding ~~Merger~~share ~~Sub~~of anEmergent ~~irrevocable~~Group ~~option~~common ~~(the~~stock ~~“Top—Up~~that ~~Option”),~~was ~~for so long as the Merger Agreement has~~ not ~~been~~tendered ~~terminated~~ pursuant to ~~its terms, to purchase from~~ the ~~Company~~Offer ~~up to the number~~ (~~but~~other ~~not less~~ than ~~that~~shares ~~number)~~ of ~~authorized~~Emergent ~~and~~Group ~~unissued~~common ~~Shares~~stock ~~equal~~held to(i) in the ~~number~~treasury of ~~Shares~~Emergent ~~that,~~Group ~~when~~or ~~added to the number of Shares~~ owned by Merger Sub ator ~~the~~UHS ~~time~~or of(ii) by ~~the~~any ~~exercise~~subsidiary of ~~the~~Emergent ~~Top—Up~~Group ~~Option,~~or ~~constitutes~~UHS at(other ~~least one Share more~~ than ~~ninety~~Merger ~~percent (90%~~Sub)) ofwas ~~the~~converted ~~Shares~~automatically ~~that~~into ~~would be outstanding immediately after~~ the ~~issuance~~right ~~of all Shares~~ to bereceive ~~issued upon exercise of~~ the ~~Top—Up Option~~Consideration.

~~The~~Item ~~Merger~~3.01. ~~Agreement~~Notice ~~also includes a provision pursuant to which the Company may initiate, solicit and encourage competing bids from the date~~ of ~~the~~Delisting Merger Agreement through February 27, 2011 (the “Go—Shop Period”), and may continue to negotiate beyond the Go—Shop Period with any party that submitted a takeover proposal during the Go—Shop Period that the Company’s Board of Directors determines in good faith constitutes, or isFailure ~~reasonably likely~~ to ~~lead~~Satisfy ~~to,~~ a ~~superior~~Continued ~~proposal. Under~~Listing ~~the~~Rule ~~terms of the Merger Agreement, after the expiration of the Go—Shop Period, the Company may not solicit~~ or ~~support~~Standard; ~~any~~Transfer ~~alternative acquisition proposals (subject to customary exceptions for the Company’s Board~~ of ~~Directors to respond to unsolicited proposals in the exercise of its fiduciary duties)~~Listing.

AAs ~~copy~~a result of the Merger, ~~Agreement~~Emergent isGroup ~~filed~~no ~~herewith~~longer asfulfills ~~Exhibit 2.1~~the ~~and~~numerical ~~incorporated~~listing byrequirements ~~reference~~of ~~herein~~the NYSE Alternext. Accordingly, ~~The~~on ~~description~~April 1, of2011, ~~certain~~Emergent ~~terms~~Group ofrequested ~~the~~that ~~Merger~~NYSE ~~Agreement~~Alternext ~~set~~file ~~forth~~with ~~herein~~the ~~does~~Securities ~~not~~and ~~purport~~Exchange toCommission be(“SEC”) ~~complete~~a ~~and~~Notification isof ~~qualified~~Removal infrom ~~its~~Listing ~~entirety~~and/or byRegistration ~~reference~~under toSection 12(b) of the ~~Merger~~Securities ~~Agreement.~~Exchange ~~The~~Act ~~representations~~of 1934, ~~warranties~~as ~~and~~amended, ~~covenants~~on ~~contained~~Form 25 into effect the ~~Merger~~delisting ~~Agreement~~of ~~have~~Emergent ~~been~~Group’s ~~made~~common ~~solely~~stock ~~for~~from NYSE Alternext and the ~~benefit~~deregistration of the ~~parties~~shares toof ~~the~~Emergent ~~Merger~~Group ~~Agreement~~common ~~and:~~stock ~~(i) may~~under bethe ~~intended~~Securities ~~not~~Exchange Act of 1934, as ~~statements~~amended of(the ~~fact~~“Exchange Act”). On April 4, ~~but~~2011, ~~rather~~NYSE asAlternext afiled ~~way~~the ofForm 25 ~~allocating~~with ~~risk~~the ~~among~~SEC to effect the ~~parties~~delisting ifof ~~those~~Emergent ~~statements~~Group’s

~~prove~~common tostock be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement; (iii) may apply materiality standards that are different from ~~what~~NYSE ~~may~~Alternext ~~be viewed as material to investors;~~ and ~~(iv) were~~the ~~made~~deregistration ~~only as~~ of the ~~date~~shares of ~~the~~Emergent ~~Merger~~Group’s ~~Agreement~~common orstock ~~such~~under ~~other dates~~Section as may be specified in the Merger Agreement and are subject to more recent developments. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure schedule that the parties have exchanged, which has been omitted pursuant to Item 60112(b)~~(2)~~ of ~~Regulation S—K. Accordingly, these representations and warranties should not be relied upon as characterizations of~~ the ~~actual~~Exchange ~~state of facts or affairs on the date they were made or at any other time~~Act.

~~Tender~~Item ~~and~~3.03. ~~Voting~~Material ~~Agreements~~Modifications to Rights of Security Holders.

~~Concurrently~~At ~~with~~ the ~~execution~~effective time of the Merger ~~Agreement~~, ~~and~~each asissued ~~a condition~~ and ~~inducement~~outstanding toshare ~~Parent~~of ~~entering~~Emergent ~~into~~Group ~~the~~common ~~Merger~~stock ~~Agreement,~~that ~~shares~~was ~~owned~~not ortendered ~~controlled~~pursuant byto the ~~Company’s~~Offer ~~executive officers and directors are subject to a Tender and Voting Agreement with Parent and Merger Sub~~ (~~the~~other ~~“Tender~~than ~~Agreements”). Pursuant~~shares ~~to the Tender Agreements, each~~ of ~~the~~Emergent ~~parties~~Group ~~thereto~~common ~~(the~~stock ~~“Supporting~~held ~~Stockholders”) has agreed, among other things:~~ (i) ~~to tender~~ in the ~~Offer~~treasury ~~all~~ of ~~his~~Emergent ~~Shares;~~Group ~~and~~or ~~(ii) that,~~owned inby ~~the~~Merger ~~event~~Sub aor ~~vote~~UHS ofor ~~the~~(ii) by ~~Company’s~~any ~~stockholders~~subsidiary ~~is required in furtherance~~ of ~~the~~Emergent ~~Merger~~Group ~~Agreement~~ or ~~the~~UHS ~~transactions~~(other ~~contemplated~~than ~~thereby, including the~~ Merger, heSub)) ~~will~~was ~~vote~~converted ~~all~~automatically ofinto ~~his~~the ~~Shares~~right (to ~~the~~receive ~~extent any such Shares are not purchased in~~ the ~~Offer)~~Consideration. At ~~in favor of~~ the ~~approval~~effective oftime ~~the Merger and the adoption~~ of the Merger, ~~Agreement~~Emergent ~~and~~Group ~~against~~shareholders ~~any~~immediately ~~proposal~~prior ~~inconsistent~~to ~~therewith. The~~the ~~Tender~~effective ~~Agreements~~time ~~will~~ceased ~~automatically~~to ~~terminate~~have ~~upon~~any ~~the~~rights ~~termination~~as ofshareholders ~~the Merger Agreement~~ in ~~accordance~~Emergent ~~with its terms~~Group.

~~The~~Item Shares currently owned by the Supporting Stockholders represent in the aggregate approximately 47% of the currently outstanding Shares. Copies of the Tender Agreements are filed herewith as Exhibits 2.2, 2.3, 2.4, 2.5~~, 2~~.~~6, 2~~02.7, ~~2.8~~Departure ~~and~~of ~~2.9~~Directors ~~and~~or ~~incorporated~~Certain byOfficers; ~~reference~~Election ~~herein. The description~~ of ~~certain~~Directors; ~~terms~~Appointment of ~~the~~Certain ~~Tender~~Officers; ~~Agreements~~Compensatory ~~set~~Arrangements ~~forth~~of ~~herein~~Certain ~~does not purport to be complete and is qualified in its entirety by reference to the Tender Agreements.~~Officers

~~Item~~In 7connection with the Merger, the new director of Emergent Group who is replacing all former directors of Emergent Group is Gary D.01 ~~Regulation~~Blackford. The FDnew ~~Disclosure~~officers of Emergent Group are Gary D. Blackford, Chief Executive Officer, and Rex T. Clevenger, Executive Vice President and Chief Financial Officer. All former officers of Emergent Group resigned effective upon the Merger. Bruce J. Haber will continue serving as the Chief Executive Officer of PRI Medical Technologies, Inc., Emergent Group’s wholly owned subsidiary (“PRI”), and Louis Buther will continue serving as PRI’s President and Chief Operating Officer following the Merger.

On February 7, 2011, the Company issued a press release announcing entry into a definitive agreement with Parent regarding Parent’s agreement to acquire the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated by reference in this Item 7.01.3

~~Important Additional Information Will Be Filed with the Securities and Exchange Commission~~SIGNATURE

~~This~~Pursuant ~~Current Report is not an offer~~ to ~~purchase~~the orrequirements ~~a solicitation~~ of ~~an offer to sell any Shares. The Offer by Parent for all of~~ the ~~outstanding~~Securities ~~Shares~~Exchange ~~has~~Act ~~not yet been commenced. Upon commencement~~ of ~~the Offer~~1934, ~~Parent~~the ~~will~~registrant ~~mail~~has toduly ~~the~~caused ~~Company’s~~this ~~stockholders~~report ~~an offer~~ to ~~purchase~~be ~~and~~signed ~~related~~on ~~materials and the Company will mail to~~ its ~~stockholders~~behalf aby ~~solicitation/recommendation statement with respect to~~ the ~~Offer. Parent~~undersigned ~~will~~hereunto ~~file~~duly ~~its offer to~~authorized.

3Emergent Group Inc. By: /s/ Gary D. Blackford Gary D. Blackford Chairman of the Board and Chief Executive Officer

~~purchase~~Date: with the Securities and Exchange Commission (the “SEC”) on Schedule TO and the Company will file its solicitation/recommendation statement with the SEC on Schedule 14D—9. The Company’s stockholders are urged to read these materials carefully when they become available since they will contain important informationApril 4, including the terms and conditions of the Offer. The Company’s stockholders may obtain a free copy of these materials (when available) and other documents filed by Parent or the Company with the SEC at the website maintained by the SEC at www.sec.gov. The offer to purchase and related materials, the solicitation/recommendation statement, the Schedule TO and the Schedule 14D—9 may also be obtained (when available) for free by contacting the information agent for the Offer (when one is selected) or by contacting Parent at (952) 893—3200.2011

~~Item 9.01. Financial Statements and Exhibits.~~4

(d) Exhibits.

2.1 Agreement and Plan of Merger, dated February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Emergent Group Inc.

2.2 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Louis Buther.

2.3 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Bruce J. Haber.

2.4 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and the Bruce Haber Family Trust under Agreement dated November 16, 2005.

2.5 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and the Jessica Haber Irrevocable Trust dated August 13, 1999.

2.6 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and William M. McKay.

2.7 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and K. Dean Reade, Jr.

2.8 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Mark Waldron.

2.9 Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Howard Waltman.

99.1 Press Release issued February 7, 2011.

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.

Emergent Group Inc. By: /s/ Bruce J. Haber Bruce J. Haber Chief Executive Officer

Date: February 7, 2011

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Emergent Group Inc.
2.2		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Louis Buther.
2.3		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Bruce J. Haber.
2.4		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and the Bruce Haber Family Trust under Agreement dated November 16, 2005.
2.5		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and the Jessica Haber Irrevocable Trust dated August 13, 1999.
2.6		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and William M. McKay.
2.7		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and K. Dean Reade, Jr.
2.8		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Mark Waldron.
2.9		Tender and Voting Agreement, dated as of February 6, 2011, among Universal Hospital Services, Inc., Sunrise Merger Sub, Inc. and Howard Waltman.
99.1		Press Release issued February 7, 2011.

Filing Compare · EMERGENT GROUP INC/NY