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
DECEMBER 20, 2007 (DECEMBER 20, 2007)
Date of Report (Date of earliest event reported)
HC INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-52197 04-3570877
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
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10 PROGRESS DRIVE, SUITE 200
SHELTON, CT 06484
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 925-9600
SIX CORPORATE DRIVE, SUITE 420
SHELTON, CT 06484
(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 obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2007, HC Innovations, Inc. ("HCI" or the "Company") entered into
a Separation Agreement (the "Agreement") with Jeffrey L. Zwicker providing for
Mr. Zwicker's retirement as the Company's Chief Financial Officer, effective
December 31, 2007. Under the terms of the Agreement, Mr. Zwicker shall receive
approximately $100,000, or one-half of his annual salary of $200,000, paid over
twelve (12) months from the effective date of the Agreement. In addition, the
Company will continue to provide health and dental coverage for Mr. Zwicker.
The agreement contains customary non-compete and confidentiality provisions.
A copy of Mr. Zwicker's separation agreement is filed herewith as Exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On December 20, 2007, the Company accepted the resignation of Mr. Jeffrey L.
Zwicker, the Company's Chief Financial Officer. Mr. Zwicker, who is retiring
from the Company effective December 31, 2007, will remain in a consulting role
with the Company after his retirement.
Mr. Emile A. Laliberte, the Company's corporate controller, has been appointed
to the position of interim Chief Financial Officer while the Company conducts a
search for a permanent replacement.
Please see Item 1.01 above for additional information.
ITEM 8.01 OTHER EVENTS.
On December 20, 2007, the Company issued a press release entitled, "HC
Innovations Announces Retirement of Chief Financial Officer" announcing the
retirement of Mr. Jeffery L. Zwicker as the Company's Chief Financial Officer.
Please see Item 1.01 and Item 5.02 above for additional information.
A copy of the Press Release is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) SHELL COMPANY TRANSACTIONS.
Not applicable.
(d) EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER
10.1* Separation Agreement between HC Innovations, Inc. and Jeffrey L.
Zwicker, dated December 20, 2007
99.1* HC Innovations, Inc. Press Release, dated December 20, 2007, entitled
"HC Innovations Announces Retirement of Chief Financial Officer."
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.
December 20, 2007 HC INNOVATIONS, INC.
By: /s/ David Chess, MD
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Name: David Chess, MD
Title: Chief Executive Officer and President