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) February 9, 2012
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan | | 001-11638 | | 38-2526913 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
303 East Wacker Drive, Suite 1200 Chicago, Illinois | | 60601 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code (313) 393-4571
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:
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
| Item 1.01 | | Entry into a Material Definitive Agreement. |
On February 9, 2012, registrant United American Healthcare Corporation (the “Company”) issued a Promissory Note (the “Note”) in favor of St. George Investments, LLC, an Illinois limited liability company (“St. George”), in exchange for a loan in the amount of $350,000 made by St. George to the Company. The Company will use the proceeds of the loan for working capital purposes.
St. George is an affiliate of John M. Fife, who is the Company’s Chairman, President and Chief Executive Officer.
The principal amount of the Note is $350,000. Interest on the Note accrues at an annual rate of 10%. No payments of principal or interest on the Note are due until the Note matures, which is on the earlier of (a) December 31, 2014, or (b) the date of (i) the sale of all or substantially all of the assets of the Company or Pulse Systems, LLC, a Delaware limited liability company which is the Company’s subsidiary, (ii) the merger of the Company or Pulse Systems, LLC, or (iii) the sale of all or substantially all of the equity of the Company or Pulse Systems, LLC.
Only upon an event of default (as defined in the Note), the holder of the Note may elect to convert all or any part of the outstanding principal of, and the accrued but unpaid interest on, the Note into newly issued shares of common stock of the Company (“Common Stock”) at a conversion price of $0.01903 per share. The conversion price is based on 110% of the average of the closing bid prices for the Common Stock on the 30 trading days ending February 9, 2012, which was the date on which the Company’s Board of Directors (the “Board”) approved the Note and the related loan transaction.
On February 9, 2012, the Board adopted resolutions to combine its Audit Committee and Finance Committee and to appoint Tom A. Goss, Ronald E. Hall, Sr., and Richard M. Brown, D.O. to serve on the combined Audit and Finance Committee, with Mr. Goss to serve as its Chairman.
| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
| | 4.1 | | | Promissory Note dated February 9, 2012, made by the Company in favor of St. George. |
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.
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| Date: February 15, 2012 | UNITED AMERICAN HEALTHCARE CORPORATION | |
| | By: | /s/ John M. Fife | |
| | | Name: | John M. Fife | |
| | | Title: | President and Chief Executive Officer | |
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