0001193805-11-001409.txt : 20110729 0001193805-11-001409.hdr.sgml : 20110729 20110729170602 ACCESSION NUMBER: 0001193805-11-001409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110725 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110729 DATE AS OF CHANGE: 20110729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Caresource Holdings, Inc. CENTRAL INDEX KEY: 0001316645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 200428568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33094 FILM NUMBER: 11998167 BUSINESS ADDRESS: STREET 1: 5429 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-308-6830 MAIL ADDRESS: STREET 1: 5429 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: American Caresouce Holdings, Inc. DATE OF NAME CHANGE: 20050204 8-K 1 e608708_8k-acs.htm Unassociated Document
 
United States
Securities and Exchange Commission
Washington, DC 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):  July 25, 2011
 
AMERICAN CARESOURCE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
001-33094
  
20-0428568
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
5429 Lyndon B. Johnson Freeway, Suite 850, Dallas, Texas
75240
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code (972) 308-6830
   
 
(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.)
 
¨
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
On July 25, 2011, the Board of Directors (the “Board”) of American Caresource Holdings, Inc. (the “Company”) appointed William J. Simpson, Jr., as President and Chief Operating Officer of the Company and Kenneth S. George, as Chief Executive Officer of the Company.  The appointments followed the acceptance by the Board of Directors of David S. Boone’s resignation from his positions with the Company, including his positions as President, Chief Executive Officer and director, earlier that day.

Mr. Simpson has been a director of the Company since October 2010 and the Company’s Chief Operating Officer since December 2010.  Mr. George has been a director of the Company since January 2004 and became the Chairman of the Board in March 2010.  The information required to be disclosed herein with respect to Messrs. Simpson and George pursuant to Items 401(b), (d) and (e) of Regulation S-K is incorporated herein by reference to “Item 10. Directors, Executive Officers and Corporate Governance - Directors and Executive Officers - Directors” on pages 5, 7 and  8 of Amendment No. 1 to the Company’s annual report on Form 10-K for the year ended December 31, 2010, which was filed on April 30, 2011 (the “10-K/A”).  The information required to be disclosed herein with respect to Messrs. Simpson and George pursuant to Item 404(a) of Regulation S-K is incorporated herein by reference to “Item 13. Certain Relationships and Related Transactions” on page 26 of the 10-K/A.

In connection with his resignation, Mr. Boone entered into a severance agreement and general release with the Company, effective July 25, 2011.  Under the agreement, Mr. Boone will receive, in addition to any base compensation owed and earned but unused vacation pay, severance payments over a six month period that in the aggregate equal six months’ worth of his annual base compensation, and has the right to continue participation in the Company-sponsored group health insurance plan in accordance with COBRA.  In addition, the terms of his vested but unexercised stock options will be extended to the date that is 60 days from the date of the public release by the Company of its earnings for the quarter ended June 30, 2011.
 
 
 
 
 
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.

 
AMERICAN CARESOURCE HOLDINGS, INC.
   
Date: July 29, 2011
By:
/s/ Matthew D. Thompson
   
Matthew D. Thompson
   
Chief Financial Officer