MEDCATH CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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 14, 2006

MEDCATH CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	000-33009	56-2248952
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

10720 Sikes Place
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)

(704) 708-6600
(Registrant’s telephone number, including area code)

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 240.13d-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Effective March 27, 2006, MedCath Corporation (“MedCath” or “the Company”) entered into an employment agreement with Phillip J. Mazzuca, Chief Operating Officer. The agreement provides for an initial three-year term that is automatically renewed for successive one year terms unless either party provides notice of non-renewal at least 90 days prior to the end of the initial or any renewal term. Mr. Mazzuca’s initial annual base salary under the agreement is $400,000. His base salary will be adjusted annually at the discretion of the board of directors, but in no event may his base salary be reduced nor be less than the median base salary for a comparable position at corporations of similar size and character as the Company.

The agreement provides that Mr. Mazzuca will participate in an annual bonus plan that will establish a target annual opportunity equal to 50% of his base salary for the year. The terms and provisions of the bonus plan, including the performance goals, the threshold performance levels that must be met for payment of a bonus, and the maximum bonus opportunity will be established each year by the compensation committee. The agreement further provides for him to participate in any other compensation plan or program maintained by the Company for senior executives as well as all employee fringe benefit, pension and welfare benefit programs which the Company makes available to senior executives.

Upon the termination of employment of Mr. Mazzuca by the Company without cause (other than as a result of disability which is addressed below), or upon a voluntary termination by him for good reason, the agreement provides for the following payments and benefits:

	•		for an amount equal to the sum of two times his annual base salary and one times his target annual bonus following termination;

	•		earned but unpaid salary (including any awarded but unpaid bonus);

	•		any accrued but unpaid vacation;

	•		unreimbursed business expenses; and

	•		continued coverage under the Company’s medical plan for a period ending on the earlier of (A) the second anniversary of the date of termination or (B) the date Mr. Mazzuca becomes covered under a comparable plan of a new employer.

Upon termination by the Company with cause, or by Mr. Mazzuca without good reason, the agreement provides for the following payments:

	•		earned but unpaid salary (including any awarded but unpaid bonus);

	•		any accrued but unpaid vacation; and

	•		unreimbursed business expenses.

Upon termination of employment because of a total and permanent disability, Mr. Mazzuca will receive any amounts due under the terms of any disability insurance policy which the Company maintains for him, a pro rata portion of the bonus (if any) for the fiscal year in which the disability occurs, any earned but unpaid salary (including any awarded but deferred bonus payment), any accrued but unpaid vacation, any unreimbursed business expenses and any amounts to which he is entitled under any applicable compensation or employee benefit program in which he participates.

Upon termination of employment because of death, Mr. Mazzuca’s estate or designated beneficiaries will receive any death benefits provided under any plans the Company maintains for him, a pro rata portion of the bonus (if any) for the fiscal year in which the death occurs, any earned but unpaid salary (including any awarded but deferred bonus payment), any accrued but unpaid vacation, any unreimbursed business expenses and any amounts to which he is entitled under any applicable compensation or employee benefit program in which he participates.

The agreement contains non-competition and non-disclosure provisions. The non-disclosure provisions provide that Mr. Mazzuca will not disclose confidential information regarding the Company and its subsidiaries and affiliates at any time during employment with the Company and following his termination of employment. The non-competition provisions provide that he will not, for a period of one year following the date of termination, compete with the Company by directly or indirectly becoming involved with a competitor of the Company. Furthermore, Mr. Mazzuca agrees not to solicit employees of the Company for one year following the date of his termination of employment.


	MEDCATH CORPORATION

Date: March 29, 2006	By:	/s/James E. Harris

		James E. Harris Executive Vice President and Chief Financial Officer