-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PlvLslw9hJ9cSmz2koac2+pX6cc97/HrgYIsc3oe5kCVJpYCfWs/1Gpsmpmb8UFv 9yY/7jjGW0K7uE/R8CowsA== 0000931731-01-500122.txt : 20010511 0000931731-01-500122.hdr.sgml : 20010511 ACCESSION NUMBER: 0000931731-01-500122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010425 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INMEDICA DEVELOPMENT CORP CENTRAL INDEX KEY: 0000726037 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 870397815 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12968 FILM NUMBER: 1628966 BUSINESS ADDRESS: STREET 1: P O BOX 27557 STREET 2: 495 EAST 4500 SOUTH SUITE 230 CITY: SALT LAKE CITY STATE: UT ZIP: 84127 BUSINESS PHONE: 8012639190 MAIL ADDRESS: STREET 1: P O BOX 27557 STREET 2: 495 EAST 4500 SOUTH SUITE 230 CITY: SALT LAKE CITY STATE: UT ZIP: 84127 FORMER COMPANY: FORMER CONFORMED NAME: INMED DEVELOPMENT CORP DATE OF NAME CHANGE: 19840815 8-K 1 inmedica8k.txt 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 recorded): April 25, 2001 InMedica Development Corporation -------------------------------- (Exact name of registrant as specified in charter) Utah 0-12968 87-0397815 ----------------------- (State or other juris- (Commission File No.) (IRS Employer diction of incorporation) Identification No.) 825 N. 300 West, Salt Lake City, Utah 84103 ------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 521-9300 -------------- 1 5. Other Events. ------------ InMedica Development Corporation ("InMedica" or the "Company") executed employment contracts with its Chief Executive Officer, Ralph Henson, and its Chief Financial Officer, Richard Bruggeman, on April 25, 2001. Mr. Henson's contract reaffirms the provisions of his prior contract (See 8-K of the Registrant dated December 1, 1999) except paragraphs one and two thereof which are amended and restated in their entirety to provide for his full time employment for the period April 1, 2001 until March 31, 2003. Compensation payable for his services during the period is $7,000 per month during the remainder of 2001 and $8,000 per month for the balance of the term of the contract. Mr. Henson is to continue as a member of the Board of Directors of InMedica. Mr. Henson was also separately granted the right to earn a finders fee of up to $15,000 for raising up to $1,000,000 for the Company. When earned, the fee is to be paid in restricted common stock of the Company valued at $.12 per share, for a maximum of 125,000 shares. Mr. Bruggeman's contract provides for his part time employment as the Chief Financial Officer of the Company from April 1, 2001 until March 31, 2003. He has the option to increase the employment to full time if warranted by the Company's business, at a compensation to be negotiated. Compensation under the contract is $3,500 per month beginning April 1, 2001 for the balance of the year 2001 and thereafter $4,000 per month for the remaining term of the contract. The Company has also executed two promissory notes dated April 26, 2001, payable to its Chairman, Larry E. Clark. The first note documents a series of existing loans from Mr. Clark to the Company of $262,250 principal and $26,899.23 accrued interest. The note is due in three payments as follows: on or before May 31, 2001, $150,000, on or before July 15, 2001, $75,000 and the balance on or before October 15, 2001. The second note documents an additonal loan from Mr. Clark to the Company of $10,000 principal and $1,331.74 accrued interest. The note is due in two payments as follows: on or before May 31, 2001, $5,000 and the balance on or before July 15, 2001. Accrued interest is included in the notes through May 31, 2001. Thereafter interest accrues at 10% per annum. Effective April 25, 2001, the Company paid Mr. Clark for accrued consulting fees and accrued interest by issuing to his family trust 1,219,025 restricted common shares of InMedica in satisfaction of $123,992 consulting fees payable and $22,291 accrued interest on the fees. The Company also paid Mr. Bruggeman for accrued consulting fees and accrued interest by issuing to him 464,975 restricted common shares of InMedica in satisfaction of $52,000 consulting fees payable and $3,797 interest. Shares were issued at $.12 per share. 7(c) Financial Statements and Exhibits. --------------------------------- (c) Exhibits. The Exhibits required to be filed as part of this current report on Form 8-K are listed in the attached Index to Exhibits. 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. INMEDICA DEVELOPMENT CORPORATION Dated: May 10, 2001 By: /s/ Richard Bruggeman - -------------------- ------------------------- Richard Bruggeman, Treasurer 3 INDEX TO EXHIBITS Exhibit Description 10.1 Employment Agreement, effective as of April 1, 2001 between the Registrant and Ralph Henson 10.2 Employment Agreement, effective as of April 1, 2001 between the Registrant and Richard Bruggeman 4 EX-10.1 2 exhibit10no1.txt EMPLOYMENT AGREEMENT RALPH HENSON EMPLOYMENT AGREEMENT An Employment Agreement between Ralph Henson as Employee and InMedica Development Corporation, a Utah corporation, as Employer, effective as of April 1, 2001. RECITALS WHEREAS Employer and Employee previsously entered into an Employment Confidentiality and Competition Agreement dated December 11, 1999 (the "Employment Agreement"); and WHEREAS the parties now desire to provide for additional employment based on certain terms of the prior Employment Agreement for an additional period; THEREFORE, in consideration of the promises herein, the parties agree as follows: 1. The terms of the prior Employment Agreement are incorporated herein as the employment agreement between the parties, as those terms are amended below. 2. Paragraphs one and two of the Employment Agreement are amended and restated in their entirety as follows: 1. Employment. Employer does hereby employ Employee on a full-time basis as chief executive officer and president of Employer for a period of two years beginning April 1, 2001. Employee shall continue to be a member of the board of directors during the term of this agreement and shall work under the direction of the Board of Directors. 2. Compensation.Employer shall compensate Employee in the sum of Seven Thousand Dollars per month ($7,000) salary during the remainder of 2001 and in the sum of Eight Thousand Dollars per month ($8,000) salary beginning January 1, 2002 through March 30, 2003. DATED the 25th day of April, 2001. INMEDICA DEVELOPMENT CORPORATION, Employer By: /s/ Larry E. Clark ---------------------- Larry E. Clark Its Chairman By: /s/ Ralph Henson -------------------- Ralph Henson Employee EX-10.2 3 exhibit10no2.txt EMPLOYMENT AGREEMENT BRUGGEMAN 1 EMPLOYMENT AGREEMENT An Agreement entered into as of the 1st day of April, 2001 by and between InMedica Development Corporation, a Utah Corporation ("Employer") and Richard Bruggeman (the "Employee"). WHEREAS the Employee is the Chief Financial Officerof the Employer; and WHEREAS the Employer and Employee desire to formalize the compensation arrangements and certain other aspects of their relationship; THEREFORE, based on the promises contained herein, the parties agree as follows: 1. Employer employs Employee to serve as its Chief Financial Officer and Employee accepts such employment for a period of two years beginning April 1, 2001. Employee shall work part time under the direction of the Board of Directors of the Employer. 2. In consideration of service as Chief Financial Officer, Employee shall be paid the sum of $3,500 per month beginning April 1, 2001. Beginning January 1, 2002, the monthly salary shall be increased to $4,000 through March 31, 2003. 3. If Employer's business warrants the full time utilization of Employee's services, Employee may elect to increase his employment to a full time basis for a monthly compensation and benefits to be negotiated in good faith between the parties. 4. The Employee agrees to hold entirely confidential all trade secrets and other confidential information that he receives in connection with employment by Employer. 5. (a) This agreement contains the entire agreement between the parties on the subject matter hereof and may only be changed or modified by a written agreement between the parties. (b) All notices or other communications under this agreement shall be in writing, shall be deemed to have been legally given and delivered when hand delivered or sent certified mail, return receipt requested, to the party to be notified. (c) In the event any provision or any part of any provision of this agreement shall be held invalid, illegal or unenforceable, such holding shall not affect any other provision or any part of the same provision which can be given effect without the invalid provision or any part thereof. (d) This agreement may be executed in one or more counterparts each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 1 (e) This agreement may not be assigned by either of the parties without the prior written consent of the other. DATED the 25th day of April, 2001. INMEDICA DEVELOPMENT CORPORATION By: /s/ Larry E. Clark ---------------------- Larry E. Clark Its: President By: /s/ Richard Bruggeman ------------------------- Richard Bruggeman Employee -----END PRIVACY-ENHANCED MESSAGE-----