8-K 1 ihh_8k-110408.txt 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): November 4, 2008 -------------------------- INTEGRATED HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) -------------------------- NEVADA 87-0573331 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 0-23511 (Commission File Number) 1301 NORTH TUSTIN AVENUE SANTA ANA, CALIFORNIA 92705 (Address of Principal Executive Offices) (Zip Code) (714) 953-3503 (Registrant's telephone number, including area code) (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: |_| 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 November 4, 2008, Integrated Healthcare Holdings, Inc. (the "Company") entered into a Resignation Agreement and General Release (the "Agreement") with Mr. Bruce Mogel, President and Chief Executive Officer of the Company. The Agreement provides as follows: o Mr. Mogel will serve as President and Chief Executive Officer of the Company through December 31, 2008, at which time he will resign those positions (the "Resignation Date'); o After December 31, 2008, Mr. Mogel will provide consulting services to the Company, including performing the functions of CEO as requested by the Board of Directors, for a period of up to four (4) months after the Resignation Date (the "Consulting Period"); o During the Consulting Period, Mr. Mogel will receive a monthly salary equal to the monthly salary he received immediately prior to the Resignation Date; o For eight (8) months after the conclusion of the Consulting Period, Mr. Mogel will receive payments of $43,750 per month (less deductions required by law), the sum of which will equal eight (8) months' salary; o The Agreement contains other benefits, including without limitation, medical and dental coverage for Mr. Mogel; o Mr. Mogel's employment agreement with the Company was terminated as of the Resignation Date; o Mr. Mogel will resign from the Boards of Directors of the Company and its subsidiaries effective November 4, 2008; and o Mr. Mogel agreed to release and discharge the Company from claims related to his employment with the Company, among other things. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits DESCRIPTION EXHIBIT NUMBER 99.1 Resignation Agreement and General Release, dated as of November 4, 2008, by and between the Registrant and Mr. Bruce Mogel 99.2 Press Release dated November 4, 2008 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. Date: November 7, 2008 INTEGRATED HEALTHCARE HOLDINGS, INC. By: /s/ Steven R. Blake ----------------------------------------- Name: Steven R. Blake Title: Chief Financial Officer