8-K: Current report filing
Published on March 9, 2010
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 earliest event reported): March 4, 2010
Apollo
Medical Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-25809
(Commission
File Number)
|
20-8046599
(I.R.S.
Employer
Identification
No.)
|
450 North
Brand Blvd.
Glendale,
California 91203
(Address
of Principal Executive Offices)
(818)
507-4617
(Registrant’s
Telephone Number)
1010 N
Central Avenue
Glendale,
California 91202
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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ITEM
5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
Adoption
of 2010 Equity Incentive Plan
On March
4, 2010, the Board of Directors of Apollo Medical Holdings, Inc. and three
members of our Board that own, in the aggregate, approximately 70% of the
outstanding shares of our common stock, approved the adoption of the Apollo
Medical Holdings Inc., 2010 Equity Incentive Plan, which we refer to as the
“2010 Plan.”
The 2010
Plan authorizes the granting of the following types of awards to persons who are
employees, officers, consultants, advisors, or directors of our company or any
of its affiliates:
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·
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Incentive stock options that are
intended to satisfy the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations
thereunder;
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·
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Non-qualified stock options that
are not intended to be incentive stock
options;
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·
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Shares of common stock that are
subject to specified restrictions, or “restricted stock”;
and
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·
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Stock
appreciation rights.
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Subject
to the adjustment provisions of the 2010 Plan that are applicable in the event
of a stock dividend, stock split, reverse stock split or similar transaction, up
to 5,000,000 shares of common stock may be issued under the 2010
Plan. Our Board of Directors will serve as “Administrator”
of the 2010 Plan, except to the extent our Board of Directors delegates the
administration of the 2010 Plan to a committee of one or more members of our
Board of Directors. The 2010 Plan will expire on March 4, 2020,
unless terminated earlier by our Board of Directors. As of the date
hereof, no awards have been granted under the 2010 Plan.
The preceding discussion is a summary
only of some of the provisions of the 2010 Plan, a complete copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM
5.07 Submission of Matters to a Vote of Security Holders.
As
discussed under Item 5.02, above, on March 4, 2010, the holders of approximately
70% of the outstanding shares of our common stock approved the adoption of the
2010 Plan by written consent without a meeting. The Company intends
to file an Information Statement with the Securities and Exchange Commission in
accordance with Rule 14c-2 of the Securities Exchange Act of 1934 as soon as
practicable relating to this action by written consent. In accordance
with Rule 14c-2, the action will become effective 21 calendar days (or 41
calendar days if we pursue the "Notice Only" option pursuant to Rule
14a-16) after an Information Statement is sent to our stockholders of
record as of March 4, 2010.
ITEM
9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
Number
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Document
Description
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99.1
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Apollo
Medical Holdings, Inc. 2010 Equity Incentive
Plan
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- 3
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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.
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Dated:
March 9, 2010
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APOLLO MEDICAL HOLDINGS,
INC.
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By:
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/s/ WARREN
HOSSEINION
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Warren
Hosseinion
Chief
Executive
Officer
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- 4
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EXHIBIT
INDEX
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Exhibit Number
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Document Description
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99.1
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Apollo
Medical Holdings, Inc. 2010 Equity Incentive
Plan
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- 5
- -