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): March 13, 2009
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 4.01 Changes in Registrant's Certifying Accountant
On March 13, 2009 (the "Engagement Date"), UCI Medical Affiliates, Inc.
(the "Company") engaged Elliott Davis, LLC (the "New Auditor") as its
independent registered public accounting firm. During the Company's two most
recent fiscal years through the Engagement Date, the Company has not consulted
with the New Auditor regarding either:
1. the application of accounting principles to any specific
transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's
financial statements, and neither a written report was
provided to the Company nor oral advice was provided that the
New Auditor concluded was an important factor considered by
the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or
2. any matter that was either subject of disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to this item) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On March 16, 2009, the Board of Directors appointed Joseph A. Boyle,
CPA as the Executive Vice-President and Chief Financial Officer of the Company.
For the period December 17, 2008, through March 16, 2009, Mr. Boyle served as
the Interim Chief Financial Officer of the Company.
On March 16, 2009, UCI Medical Affiliates of South Carolina , Inc., a
wholly-owned subsidiary of the Company ("UCI-SC"), entered into an employment
agreement with Mr. Boyle (the "Employment Agreement") pursuant to which Mr.
Boyle will also serve as the Executive Vice-President and Chief Financial
Officer of UCI-SC. The initial base salary for Mr. Boyle will be $222,000, which
amount is subject to annual review by the Board of Directors and may be
increased. Mr. Boyle will be eligible to receive each fiscal year a
performance-based annual incentive bonus payment which shall be awarded and paid
to Mr. Boyle each fiscal year as determined by the Board of Directors and will
be based on specific performance criteria to be identified.
During the term of the Employment Agreement, Mr. Boyle may participate
in the Company's Executive Nonqualified Excess Plan (the "Plan"). During the
term of the Employment Agreement, and subject to the terms and conditions of the
Plan which may be amended from time to time, the Company shall make a matching
credit to the deferred compensation account of Mr. Boyle in an amount equal to
300% of the first 10% of the compensation Mr. Boyle defers to his account
thereunder. In addition, Mr. Boyle will also be eligible for the Company's
equity incentive program and for the grant of stock options, restricted stock
and other similar awards.
The term of Mr. Boyle's employment shall continue until the earlier of
Mr. Boyle's death, termination by either party upon 90-days prior written notice
to the other party, or immediate termination for cause. The Employment Agreement
also contains provisions relating to the protection of confidential information.
The above is a brief description of selected provisions of the
Employment Agreement and is qualified by in its entirety by reference to the
Employment Agreement, which is attached hereto as Exhibit 10.37 and incorporated
herein by reference.
Mr. Boyle, 55, currently serves as a member of the Board of Directors
and, prior to his appointment as Interim Chief Financial Officer of the Company,
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 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.
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.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
Exhibit 10.37 Employment Agreement of Joseph A. Boyle, CPA dated March 16,
2009.
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.
D. Michael Stout, M.D.
Title: Chief Executive Officer
Date: March 18, 2009