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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2008
UCI MEDICAL AFFILIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-13265 59-2225346
(State or Other Jurisdiction of Incorporation) (Commission File Number)(I.R.S. Employer Identification)
4416 Forest Drive, Columbia, South Carolina 29206
(Address, Including Zip Code of Principal Executive Offices)
(803) 782-4278
(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 230.425)
|_| 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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 17, 2008, the Board of Directors of UCI Medical Affiliates,
Inc. (the "Company") terminated, effective immediately, the employment of Jerry
F. Wells, Jr. from all positions he currently holds with the Company and each of
its subsidiaries, including Executive Vice-President of Finance, Chief Financial
Officer, and Secretary, based upon the preliminary results of the Company's
internal investigation of improper expense reimbursements to Mr. Wells.
On December 17, 2008, the Board of Directors, effective immediately,
appointed Joseph A. Boyle, CPA as the Interim Chief Financial Officer of the
Company. Mr. Boyle's appointment will be effective for an initial period of 90
days, and he will be compensated for his services in this capacity at the rate
of $120 per hour. Mr. Boyle, 54, currently serves as a member of the Board of
Directors and, prior to his appointment as Interim Chief Financial Officer,
served as Chairman of the Audit Committee of the Company. Mr. Boyle's former
role as Chairman of the Audit Committee has been assumed by Ms. Jean E. Duke,
CPA, a current member of the Audit Committee
Mr. Boyle has served as the President and Chief Executive Officer of
Affinity Technology Group, Inc. since January 2000 and as its Chairman since
March 2001. Mr. Boyle served as Affinity's Senior Vice President and Chief
Financial Officer from September 1996 until January 2000 and as Chairman and
Chief Executive Officer of Surety Mortgage, Inc., a wholly owned subsidiary of
Affinity, from December 1997 until December 2001. Mr. Boyle is a certified
public accountant and from January 2005 until June 2006 served, on a contract
basis, as Chief Operating Officer of Community Resource Mortgage, Inc., a wholly
owned subsidiary of Community Bancshares, Inc. From April 2003 to August 2004,
Mr. Boyle was a partner in the accounting firm of Elliott Davis, LLC. From June
1982 until August 1996, Mr. Boyle was employed by Price Waterhouse, LLP and from
1993 until 1996 was a partner in its Kansas City, Missouri office where he
specialized in the financial services industry.
Mr. Boyle was most recently reelected as a director of the Company at the
annual meeting of stockholders in 2008. There are no family relationships
between Mr. Boyle and any director or executive officer of the Company.
Item 8.01 Other Events
On December 10, 2008, the Audit Committee of the Board of Directors
commenced an internal investigation of certain accounting irregularities with
respect to the Company's internal controls and improper expense reimbursements
to Mr. Wells. The investigation is ongoing.
Advisory Note Regarding Forward-Looking Statements
Certain of the statements contained in this Report on Form 8-K are
forward-looking statements subject to the safe harbor created by the Private
Securities Litigation Reform Act of 1995. We caution readers of this Form 8-K
that such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to materially
differ from our current expectations or any results expressed or implied by such
forward-looking statements. Specifically, our statements regarding the
preliminary and ongoing nature of the internal investigation reported in this
Form 8-K are forward-looking statements. Factors that could cause actual results
to differ from current expectations include, among other things, developments in
and findings of the ongoing investigation and the possible impact of such
developments. These possible impacts include, but are not limited to, the
following: damage to our business or reputation; potential adjustments to or
restatements of historical financial statements; impairment of our ability to
prepare and timely file with the Securities and Exchange Commission our future
financial reports, including our annual report on Form 10-K for the year ended
September 30, 2008; possible litigation or regulatory action; or ancillary
impacts on our relationships or agreements with employees, vendors, lenders or
other constituencies important to our business. We can give no assurance that
one or more of these impacts, or other unexpected effects, may result from the
internal investigation, any one of which could materially and adversely affect
our business, results of operations, financial condition, or trading price of
our common stock. Other risks we face are described in the Company's annual
report on Form 10-K for the year ended September 30, 2007 and in other reports
we file with or furnish to the Securities and Exchange Commission from time to
time.
SIGNATURES
Pursuant to 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 hereto duly authorized.
UCI MEDICAL AFFILIATES, INC.
By:_/s/ D. Michael Stout, M.D._______
Name: D. Michael Stout, M.D.
Title: Chief Executive Officer
Date: December 18, 2008