UNITED STATES |
Delaware - --------------- (State or other jurisdiction of incorporation) | 333-58246 - --------------- (Commission File Number) | 88-0464853 - --------------- (IRS Employer Identification No.) |
11150 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025 (310) 444-4300 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): ITEM 1.01 Entry into a Material Definitive AgreementOn October 1, 2004, the Board of Directors (the “Board”) of Hythiam, Inc. (the “Company”) ratified a Fourth Amendment (the “Amendment”) to the Technology Purchase and Royalty Agreement (the “Agreement”) between the Company and Tratamientos Avanzados de la Addiccion S.L. (“TAVAD”), pursuant to which the definition of “Processes” was expanded to include crack cocaine and methamphetamine detoxification and treatment processes, and the term “Intellectual Property” was expanded to include all improvements through September 14, 2004. As consideration for the Amendment, the Company agreed to pay TAVAD $75,000 and issue it 83,221 shares of the Company’s common stock. A copy of the original Agreement, as previously amended, is attached as Exhibit 10.2 to the Amended Registration Statement on Form S-1/A filed by the Company on May 19, 2004. TAVAD is owned and controlled by Dr. Juan José Legarda, a former member of the Board, and a member of the Company’s scientific advisory board and clinical advisory board. ITEM 3.02 Unregistered Sales of Equity SecuritiesAs partial consideration for the Amendment, on October 1, 2004, the Board authorized the issuance of 83,221 shares of the Company’s common stock, par value $.0001, to TAVAD. The foregoing securities were issued without registration pursuant to the exemption afforded by Section 4(2) of the Securities Act of 1933. SIGNATURESPursuant 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. |
Date: October 5, 2004 | HYTHIAM, INC. By: /S/ CHUCK TIMPE ———————————————————— Chuck Timpe Chief Financial Officer |