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) July 24, 2017
| FIRST CHOICE HEALTHCARE SOLUTIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-53012 | 90-0687379 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 709 S. Harbor Blvd., Suite 250, Melbourne, FL | 32901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (321) 725-0090
(Former name of 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 July 27, 2017, First Choice Healthcare Solutions, Inc. (the “Company”) announced that it appointed Phillip J. Keller as its Chief Financial Officer, who assumed the position on July 24, 2017.
From 2014 through 2015, Mr. Keller, age 51, served as Senior Vice President of Finance and Chief Financial Officer of RehabCare Inc., a provider of physical, occupational and speech-language rehabilitation services to hospitals, skilled nursing facilities and home care settings in 47 states across the United States of America. Prior to joining RehabCare Inc. in 2014, Mr. Keller served as Senior Vice President of Finance of PharMerica, Inc. (NYSE: PMC), an institutional pharmacy servicing skilled nursing and assisted living facilities, hospitals and other long term alternative care facilities. Other previous executive posts have included Senior Vice President of Finance and Principal Accounting Officer of BioScrip, Inc. (NASDAQ: BIOS), and Vice President of Finance, Chief Financial Officer and Treasurer of DMI Furniture Inc. (NASDAQ: DMIF). In May 1991, Mr. Keller earned his Certified Public Accountant license. He began his career working as a Staff Accountant for Laventhol & Horwath after graduating from the Loyola University of Chicago with a B.S. degree in Accounting.
Upon commencement of his employment, Mr. Keller will receive an annual salary of $175,000 and receive, as additional compensation, bonus compensation of $25,000 ($5,000 per quarter for the three (3) quarters following August 31, 2017 and $10,000 for the fourth (4th) quarter following August 31, 2018), so long as each SEC filing from the start of his employment until August 31, 2018 is filed by the Company at least five (5) days prior to the due date of each such filing, and Mr. Keller is employed by the company at the time of each such filing. Further, he will be eligible to receive an additional bonus of $25,000 based on the completion of and compliance with certain tasks agreed upon by Mr. Keller and the Company. Mr. Keller would be entitled to $6,250 per quarter divided by the amount of tasks completed out of the ten (10) separate tasks agreed upon by Mr. Keller and the Company. Additionally, Mr. Keller shall be eligible to earn up to 250,000 shares of the Company’s Common Stock over a four (4) year period. Up to 25,000 shares per year are eligible to vest so long as Mr. Keller remains employed with the Company on each September 1st, commencing on September 1, 2018, and up to an additional 37,500 shares per year are eligible to vest on each September 1st based on the achievement of certain objectives and goals set out and agreed upon by Mr. Keller and the Company. Shares will be issued on a percentage of actual amounts achieved. Mr. Keller will also be eligible to participate in the Company’s health and other benefits on the same terms as other Company executives.
There are no family relationships between Mr. Keller and any director or executive officer of the Company and there are no transactions between Mr. Keller and the Company that would be reportable under Item 404(a) of Regulation S-K.
Mr. Keller succeeds Timothy K. Skeldon, who has elected to resign from the Chief Financial Officer. In addition, Mr. Skeldon has elected to resign from his position as corporate Secretary.
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Item 7.01 Regulation FD Disclosure
On July 27, 2017, the Company issued a press release announcing the appointment of Mr. Keller as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instructions B.2 of Form 8-K, Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated July 27, 2017 | |
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SIGNATURE
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.
| FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | |
| (Registrant) | |
| Date: July 27, 2017 | |
| /s/ Chris Romandetti | |
| Name: Chris Romandetti | |
| Chief Executive Officer |
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EXHIBIT 99.1
First Choice Appoints New CFO to Help Lead Company Through Next Phase of Strategic Execution
First Choice Strengthens Executive Team with New CFO; CFO Brings Expertise in M&A, Strategic Planning, and Revenue Cycle Management
MELBOURNE, FL--(Marketwired – July 27, 2017) - First Choice Healthcare Solutions, Inc. (OTCQB: FCHS) ("FCHS," "First Choice" or the "Company"), one of the nation's only non-physician-owned, publicly traded healthcare services companies focused on the delivery of total musculoskeletal solutions with an emphasis on Orthopaedics and spine care, today announced that it has appointed Phillip J. Keller as its Chief Financial Officer, who assumed the position on July 24, 2017.
"As First Choice continues to mature into a nationally recognized name in the healthcare arena, we remain focused on taking the necessary steps to drive shareholder value for years to come. While we’re certainly encouraged by our early success, we have much work to do at both the operational level as well as in preparation to up-list our shares to a national exchange,” stated Chris Romandetti, President and Chief Executive Officer of First Choice. “Phillip Keller, with his extensive background in healthcare and proven ability to deliver results within a public company setting, is the ideal man for the job. During our extensive interview process, which took First Choice on a national search for a CFO, Mr. Keller stood out as a CFO that had aspirations which aligned with ours and brought the skill set necessary to get the job done. We are excited to have him onboard.”
From 2014 through 2015, Mr. Keller served as SVP of Finance and CFO of RehabCare Inc., a provider of physical, occupational and speech-language rehabilitation services to hospitals, skilled nursing facilities and home care settings in 47 states across the U.S. Prior to joining RehabCare Inc. in 2014, Mr. Keller served as SVP of Finance of PharMerica, Inc. (NYSE: PMC), an institutional pharmacy servicing skilled nursing and assisted living facilities, hospitals and other long term alternative care facilities. Other previous executive posts have included SVP of Finance and Principal Accounting Officer of BioScrip, Inc. (NASDAQ: BIOS).
In hiring Mr. Keller, First Choice acquires expertise in corporate finance and accounting, SEC compliance, financial planning and analysis, Sarbanes Oxley and internal auditing, treasury management, debt restructuring, and revenue cycle management.
“I’m excited to have joined First Choice. While many might think that it was First Choice’s early growth that attracted me to the enterprise, it was actually the rare opportunity to be able to join a company that can potentially revolutionize the delivery of a complete orthopaedic and spine care platform within the industry,” said Phillip Keller, newly appointed CFO of First Choice. “Over the next few months, I will work closely with management to identify our greatest opportunities for growth, to identify additional areas for unlocking the profit potential of the business, and to identify areas where we can maximize value for our shareholders. I look forward to getting started.”
About First Choice Healthcare Solutions, Inc.
Headquartered in Melbourne, Florida, First Choice Healthcare Solutions (FCHS) is implementing a defined growth strategy aimed at
expanding its network of non-physician-owned medical centers of excellence, which concentrate on treating patients in the following
specialties: Orthopaedics, Spine Surgery, Neurology, Interventional Pain Management and related diagnostic and ancillary services
in key expansion markets throughout the Southeastern U.S. Serving Florida's Space Coast, the Company's flagship integrated platform
currently administers over 100,000 patient visits each year and is comprised of First Choice Medical Group, The B.A.C.K. Center
and Crane Creek Surgery Center. For more information, please visit www.myfchs.com, www.myfcmg.com, www.thebackcenter.net and www.cranecreeksurgerycenter.com.
Safe Harbor Statement
Certain information set forth in this news announcement may contain forward-looking statements that involve substantial known and
unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which
are beyond the control of First Choice Healthcare Solutions, Inc. Such forward-looking statements are based on current expectations,
estimates and projections about the Company's industry, management beliefs and certain assumptions made by its management. Readers
are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation,
may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Information concerning
factors that could cause the Company's actual results to differ materially from those contained in these forward-looking statements
can be found in the Company's periodic reports on Form 10-K and Form 10-Q, and in its Current Reports on Form 8-K, filed with the
Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events, or otherwise to reflect future events or circumstances or reflect
the occurrence of unanticipated events.
CONTACT INFORMATION
Investor Relations Contact:
Mike Cole
Vice President
MZ North America
949-259-4988
Email Contact
www.mzgroup.us