0001498068-17-000088.txt : 20171215 0001498068-17-000088.hdr.sgml : 20171215 20171215170042 ACCESSION NUMBER: 0001498068-17-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171213 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171215 DATE AS OF CHANGE: 20171215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Renal Associates Holdings, Inc. CENTRAL INDEX KEY: 0001498068 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 272170749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37751 FILM NUMBER: 171259653 BUSINESS ADDRESS: STREET 1: AMERICAN RENAL HOLDINGS, INC. STREET 2: 500 CUMMINGS CENTER, SUITE 6550 CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 978-922-3080 MAIL ADDRESS: STREET 1: AMERICAN RENAL HOLDINGS, INC. STREET 2: 500 CUMMINGS CENTER, SUITE 6550 CITY: BEVERLY STATE: MA ZIP: 01915 FORMER COMPANY: FORMER CONFORMED NAME: C.P. Atlas Holdings, Inc. DATE OF NAME CHANGE: 20100802 8-K 1 a8-kwilcoxamendment.htm 8-K Document


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): December 13, 2017

American Renal Associates Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-37751
 
27-2170749
(State or other jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
 
 
500 Cummings Center, Suite 6550
Beverly, Massachusetts
 
1915
(Address of registrant’s principal executive office)
 
(Zip code)

(978) 922-3080
(Registrant’s telephone number, including area code)
Not Applicable
(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 203.425)
☐
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
☒
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☒





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2017, American Renal Associates Holdings, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendment”) with its Chief Financial Officer, Jon Wilcox. The Amendment provides for an increase in his annual base salary, effective January 1, 2018, to $450,000 from his current base salary of $424,999.90. The base salary is subject to such further increases as may be approved from time to time by the Company.
In addition, pursuant to the Amendment, Mr. Wilcox received a grant of 24,922 shares of restricted stock and an option to purchase 25,166 shares of the Company’s common stock at an exercise price of $16.05 per share, in each case subject to vesting in three equal annual installments beginning December 13, 2018.
Except as described above, all other terms of Mr. Wilcox’s employment agreement remain unchanged. The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.






 
 
 

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.
 

 
 
 
 
AMERICAN RENAL ASSOCIATES HOLDINGS, INC.
 
 
 
 
Dated: December 15, 2017
 
 
 
By:
/s/
Joseph A. Carlucci
 
 
 
 
Name:
 
Joseph A. Carlucci
 
 
 
 
Title:
 
Chief Executive Officer






 EX-10.1 2 firstamendmenttoemployment.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into effective as of December 13, 2017 (the “First Amendment Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), and Jon Wilcox, a resident of the Commonwealth of Massachusetts (“Executive”).
W I T N E S S E T H
WHEREAS, the Company and Executive entered into that certain employment agreement, dated June 17, 2017 (the “Original Agreement”); and
WHEREAS, the Company and Executive each desire to amend the Original Agreement as more fully set forth below; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company, ARH and Executive each hereby agree to amend the Original Agreement to reflect this change, as follows:
1.    Definitions. Capitalized terms used and not otherwise defined in this First Amendment have the meanings given such terms in the Original Agreement.
2.    Section 5.1 of the Original Agreement is hereby stricken and replaced by the following effective as of January 1, 2018:
“5.1 Base Salary. The Company agrees to pay the Executive a base salary at an annual rate equal to $450,000. The Executive will be entitled to periodic review of his base salary and to such increases, if any, as may be determined from time to time by the Company.”
3.    A new Section 5.5 is hereby added to the Original Agreement effective as of the First Amendment Effective Date as follows:
“5.5 2017 Additional Equity Award
(a)As of the First Amendment Effective Date, the Company shall grant to Executive an award of Restricted Stock (the “2017 Additional Restricted Shares”) and options to purchase shares of Common Stock (the “2017 Additional Options”) which shall commence vesting upon the First Amendment Effective Date and shall vest in equal annual installments, on the anniversary date of the First Amendment Effective Date, over three (3) years thereafter, subject to the Executive’s continuing employment with the Company as of each such vesting date. The number of 2017 Additional Restricted Shares shall be determined by dividing (i) $400,000 by (ii) the closing trading price per share of the Company’s common stock as of the date of grant. The number of 2017 Additional Options shall be determined by dividing (i) $200,000 by (ii) the per share Black-Scholes value of the option, determined as of the date of grant based upon the closing trading price per share of the Company’s common stock as of the date of grant and such other variables as determined by the Company, which determination shall be final and dispositive. The per share exercise price of the 2017 Additional Options shall be equal to the per share closing price of the Company’s common stock on the date of grant.


1


(b)The 2017 Additional Restricted Shares and 2017 Additional Options, shall otherwise be subject to the terms and conditions of the Company’s 2016 Omnibus Incentive Plan, as may be amended, restated or supplemented from time to time (the “Plan”), a copy of which has been provided to the Executive.”

5.    Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Original Agreement conflict or are inconsistent with the terms and provisions of this First Amendment, the terms of this First Amendment shall govern and control.
6.    Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws.
7.    No Further Modification. Except as amended hereby, the Original Agreement remains unmodified and in full force and effect.
8.    Separability. If any term or provision of this First Amendment is declared illegal or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this First Amendment in full force and effect.
9.    Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall be deemed and original and all of which when taken together shall constitute one and the same instrument. An electronic or faxed copy of this First Amendment shall have the same force and effect as the original thereof.
[Signature Page Follows]


2




IN WITNESS WHEREOF, the Company and Executive have executed this First Amendment effective as of the date first written above.

AMERICAN RENAL MANAGEMENT LLC
By:    /s/Joseph A. Carlucci            
Name:    Joseph A. Carlucci            
Title:    Chief Executive Officer            


EXECUTIVE



/s/ Jon Wilcox__________________________________
Jon Wilcox


First Amendment to Employment Agreement between
American Renal Management LLC. and Jon Wilcox