-----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, QxBlBYuVsciM/NiTN/um5Od+DvKB7fois2iMRoR2tBfv7MZv+/I1D4RKNk2DtoUR A0pZSIdd9Fsj0WoLqTEHWQ== 0001144204-07-043026.txt : 20070814 0001144204-07-043026.hdr.sgml : 20070814 20070814122442 ACCESSION NUMBER: 0001144204-07-043026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conmed Healthcare Management, Inc. CENTRAL INDEX KEY: 0000943324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 421297992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27554 FILM NUMBER: 071052797 BUSINESS ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 BUSINESS PHONE: 5152221717 MAIL ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 FORMER COMPANY: FORMER CONFORMED NAME: PACE HEALTH MANAGEMENT SYSTEMS INC DATE OF NAME CHANGE: 19960118 8-K 1 v084756_8k.htm Unassociated 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):  August 14, 2007 (August 9, 2007)

CONMED HEALTHCARE MANAGEMENT, INC.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-27554
 
42-1297992
(Commission File Number)
 
(I.R.S. Employer Identification Number)

9375 Cheasapeake Street
Suite 203
La Plata, MD 20646
(Address of Principal Executive Offices, including Zip Code)
 
(301) 609-8460
(Registrant’s Telephone Number, including Area Code)

(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 below):
 
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 240.13e-4(c)). 
 
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Item 5.02
Election of Directors
Conmed Healthcare Management, Inc. (“Conmed”) announced on August 13, 2007 that it had expanded its Board of Directors by one, and appointed John Colloton as director to fill this vacancy, effective as of August 8, 2007.
 
Mr. Colloton is currently director Emeritus of the University of Iowa Hospitals and Clinics, a position he has held since 2001, and serves as the lead director of Wellmark, Inc. (Iowa-South Dakota Blue Cross & Blue Shield) as well as a director of AmericanCareSource Holdings, a public company. From 1989 to 2003, Mr. Colloton served as a director of Baxter International Inc., and from 1997 to 2002, he served as a director of Radiologix, Inc. From 1971 to 1993, Mr. Colloton served as a director of the University of Iowa Hospitals and Clinics, and from 1993 through the year 2000, he served as Vice President of the University of Iowa for Statewide Health Services. Mr. Colloton received his Bachelor of Arts Degree in Business Administration from Loras College and holds a Masters Degree in Hospital Administration from the University of Iowa.

Compensation of the Board of Directors
 
In March 2007, Conmed’s Board of Directors adopted, and our stockholders approved, the 2007 Stock Option Plan. The 2007 Stock Option Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, stock bonuses and stock appreciation rights to, among others, Company directors. The 2007 Stock Option Plan is administered by the Board of Directors which has the authority and discretion to determine: the persons to whom the options will be granted; when the options will be granted; number of shares subject to each option; the price at which the shares subject to each option may be purchased; and when each option will become exercisable.
 
Each non-employee director is entitled to (i) a fee of $1,000.00 for attending, in person, a regularly scheduled or special meeting of the Board of Directors; (ii) $500.00 if such non-employee director participates in the meeting via conference call or (iii) a fee of $500.00 for attending in person a regularly scheduled or special committee meeting, if the meeting is held on a different day than the Board meeting. In addition, a one-time grant of 40,000 non-qualified stock options will be issued to non-employee directors on the date of their initial appointment to the Board of Directors at the closing price of the common stock on the issue date, vesting over three years and contingent upon their continued service on the Board.

Conmed will also reimburse all directors for approved board-related business travel expenses, along with other approved board-related expenses.

40,000 non-qualified stock options have been granted by our Board to Mr. Colloton, a non-employee director, vesting over three years and contingent upon his continued service on the Board.

Director Independence
 
We believe that Mr. Colloton qualifies as an independent director as that term is defined in Section 301 of the Sarbanes-Oxley Act of 2002 and Rule 10A(3)(b)(1) of the Securities Exchange Act, as amended.

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We currently expect that Mr. Colloton will be a member of each of the Audit Committee and Compensation Committee of our Board of Directors.
 
Item 9.01
Financial Statements and Exhibits.

Exhibit
Number
Description of Exhibit
   
99.1
Press Release issued by Conmed on August 13, 2007
 
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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.
 
     
 
CONMED HEALTHCARE MANAGEMENT, INC.
 
 
 
 
 
 
Date: August 13, 2007 By:   /s/ Richard W. Turner
 
Richard W. Turner,
 
President and Chief Executive Officer
 

 
EX-99.1 2 v084756_ex99-1.htm Unassociated Document
 
Conmed Healthcare Management, Inc. Appoints John W. Colloton to Board of Directors
 
LA PLATA, Md.--(BUSINESS WIRE)—August 13, 2007 -- Conmed Healthcare Management, Inc. (OTCBB:CMHM - News), a leading full service provider of correctional facility healthcare services, announced today it has appointed Mr. John W. Colloton to its board of directors. Mr. Colloton has enjoyed a successful career spanning four decades in the healthcare services market, and currently serves as Director Emeritus of the University of Iowa Hospitals (a position he has held since 2001), as lead director of Wellmark, Inc. (Iowa-South Dakota Blue Cross and Blue Shield), and as director of AmericanCareSource in Dallas, Texas.
 
From 2004 to 2006, Mr. Colloton served as director of Allion Healthcare, Inc. Prior to that, from 1989 to 2003 Mr. Colloton served as a director of Baxter International, Inc. and as director and CEO of the University of Iowa Hospitals and Clinics from 1971 to 1993. In addition, Mr. Colloton served as Vice President of the University of Iowa for Statewide Health Services from 1993 to 2000.
 
Dr. Richard W. Turner, President and CEO of Conmed stated, “This is a landmark day for Conmed. John is a great addition to the Conmed board, bringing valuable depth, insight and experience to our team. I am confident John will help us more efficiently execute our business plan and achieve our objectives, as well as better enable us to create shareholder value. I am looking forward to John’s strategic input and contribution to the future growth of our company.”
 
Mr. Colloton added, “I’m very pleased to have this opportunity to serve Conmed and its investors. I believe Conmed is well positioned to take advantage of opportunities presented in the correctional healthcare services market and I look forward to working closely with the management team and the Conmed Board in enhancing the Company’s record of success.”

Mr. Colloton’s appointment as a director was unanimously recommended by the nominating committee of Conmed’s board of directors. Consistent with the Company’s corporate governance guidelines, the nominating committee will continue to review and evaluate the composition of Conmed’s board, including the appointment of additional directors, as necessary
 
About Conmed
 
Conmed has provided correctional healthcare services since 1984, beginning in the state of Maryland, and currently services 20 detention centers and facilities at the county level throughout the United States. Conmed’s services have expanded to include mental health, pharmacy and out-of-facility healthcare services.
 
 
 

 
 
Forward Looking Statements

This press release may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties including those contained in its public filings. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the company’s control including, without limitation, the Company’s ability to increase revenue and to continue to obtain contract renewals and extensions.)
 
Contact:
Conmed Healthcare Management, Inc.
Thomas W. Fry, 301-609-8460
Chief Financial Officer
tfry@conmed-inc.com
or
Hayden Communications
Peter Seltzberg, 646-415-8972
peter@haydenir.com
or
Brett Maas, 646-536-7331
brett@haydenir.com
 
 

 
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