8-K: Current report filing
Published on July 21, 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: July 16, 2010
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 Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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450 North
Brand Blvd., Suite 600
Glendale,
California 91203
(Address
of Principal Executive Offices)
(818)
507-4617
(Registrant’s
Telephone Number)
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1010
N Central Avenue
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Glendale, California
91202
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(Former
Name or Former Address, if Changed Since Last
Report)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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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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¨
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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 CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On July
16, 2010, Apollo Medical Holdings, Inc. (the “Company”) and Suresh
Nihalani, a member of the Company’s Board of Directors, entered into an
amendment (the “Amendment”) to that
certain Board of Directors Agreement (the “Director Agreement”),
dated October 27, 2008, between the Company and Mr.
Nihalani. The Director Agreement is described in greater detail
in the Company’s current report on Form 8-K filed on November 5,
2008.
Pursuant
to the Director Agreement, Mr. Nihalani was to receive in exchange for his
services as a director 400,000 shares of common stock (“Common Stock”) of the
Company, which was to be held in escrow until released by the Company in 36
equal monthly installments. In lieu of such arrangement, the
Company has been issuing shares of Common Stock to Mr. Nihalani in an amount
equal to approximately 11,111 shares on a monthly basis, and Mr. Nihalani has
agreed to such arrangement. To date, Mr. Nihalani has been issued
188,887 shares of Common Stock pursuant to these issuances.
Pursuant
to the Amendment, Mr. Nihalani was issued 211,113 shares (the “Restricted Shares”),
representing the 400,000 shares of Common Stock he was to receive under the
Director’s Agreement less the 188,887 shares of Common Stock he has already
received, in exchange for $.001 per share, the par value of each
share. The Restricted Shares will be subject to repurchase by the
Company at par value in the event that Mr. Nihalani no longer serves as a member
of the Board of Directors of the Company, provided that Mr. Nihalani will become
vested in such shares and such repurchase rights will lapse as to approximately
11,111 of the Restricted Shares each month. Mr. Nihalani may not
transfer, assign, encumber or otherwise dispose of any of the Restricted Shares
until such Restricted Shares are vested, and any disposition will be subject to
applicable securities law.
The
Amendment also amends and restates the form of Indemnification Agreement to be
entered into between the Company and Mr. Nihalani. The Company and
Mr. Nihalani executed the Indemnification Agreement on July 16,
2010. The Indemnification Agreement provides, among other things,
that the Company will indemnify Mr. Nihalani, under the circumstances set forth
therein, for defense expenses, damages, judgments, fines and settlements
incurred by him in connection with actions or proceedings to which he may be a
party as a result of his position as a director, officer, employee, agent or
fiduciary of the Company, and otherwise to the full extent permitted under the
Company’s bylaws and state law.
The
preceding summary is subject to, and qualified by, the full text of the
Amendment, which is filed as exhibits to this Current Report on Form
8-K.
ITEM
9.01 Financial Statements and Exhibits.
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Exhibit Number
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Document
Description
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10.1
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Amendment
to Board of Directors Agreement, dated July 16, 2010, by and between the
Company and Suresh Nihalani
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10.2
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Indemnification
Agreement, dated July 16, 2010, by and between the Company and Suresh
Nihalani
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SIGNATURES
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:
July 21, 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
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Chief
Executive Officer
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