8-K: Current report filing
Published on September 11, 2008
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 earliest event reported): September 10, 2008
APOLLO
MEDICAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25809
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20-8046599
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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(Address
of principal executive offices) (zip code)
(818)
507-4617
(Registrant's
telephone number, including area code)
Copies
to:
Andrea
Cataneo, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
(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 (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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
September 10, 2008, A. Noel DeWinter and Apollo Medical Holdings, Inc. (the
“Company”) entered into an Employment Agreement (the “Employment Agreement”)
pursuant to which Mr. DeWinter has agreed to serve as the Chief Financial
Officer of the Company. The following is a summary of the material terms of
the
Employment Agreement:
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·
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Base
salary of $7,000 per month;
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·
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The
issuance of 250,000 shares of the Company’s common stock; and
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·
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Reimbursement
of reasonable travel and other
expenses
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Prior
to
joining the Company, Mr. DeWinter served as Chief Financial Officer of
Bridgetech Holdings International, Inc., a company focused primarily on
facilitating the transfer of medical drugs, devices and diagnostics from the
United States to China and other international locations. Mr. DeWinter holds
a
BA in Economics from Carleton College and an MBA from the Wharton School at
the
University of Pennsylvania. He
is 69
years old.
Item
7.01 Regulation FD Disclosure.
On
September 11, 2008, the Company issued a press release concerning some of the
matters discussed above. A copy of such press release is being furnished as
Exhibit 99.1 to this current report on Form 8-K.
The
information in this Item 7.01 of this current report on Form 8-K, together
with
the information in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. Such
information shall not be deemed incorporated by reference into any registration
statement or other document filed with the SEC.
Item
9.01 Financial Statements and Exhibits
(a)
Financial statements of business acquired.
Not
applicable.
(b)
Pro
forma financial information.
Not
applicable.
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10.1
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Employment
Agreement by and between Apollo Medical Holdings, Inc. and A. Noel
DeWinter
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99.1
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Press
Release of Apollo Medical Holdings, Inc. dated September 11,
2008
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2
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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APOLLO
MEDICAL HOLDINGS, INC.
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Dated:
September 11, 2008
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By:
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/s/
Warren Hosseinion
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Name:
Warren Hosseinion
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Title:
Chief Executive Officer
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