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 8, 2006
NATIONAL HEALTH PARTNERS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
INDIANA 000-51731 04-3786176
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State or Other Jurisdiction of (Commission (IRS Employer
Incorporation of Organization) File Number) Identification Number)
120 GIBRALTAR ROAD, SUITE 107
HORSHAM, PENNSYLVANIA 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 682-7114
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(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 (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2006, Roger H. Folts resigned as the Chief Financial
Officer and Secretary of National Health Partners, Inc. (the "Company").
Concurrently therewith, the Company entered into the following agreements with
Mr. Folts:
Termination and Mutual Release
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On February 8, 2006, the Company entered into a Termination and Mutual
Release (the "Termination and Release") with Roger H. Folts effective February
1, 2006. Under the Termination and Release, the Employment Agreement (the
"Employment Agreement") dated May 13, 2005, by and between the Company and Mr.
Folts was terminated effective February 1, 2006, and the Company and Mr. Folts
agreed to release each other from any and all claims that they may now hold or
may in the future hold arising out of the Employment Agreement or Mr. Folts'
employment with or separation from the Company.
The Company entered into the Employment Agreement with Mr. Folts on May
13, 2005. Under the terms of the Employment Agreement, Mr. Folts agreed to serve
as the Company's Chief Financial Officer effective February 1, 2005. The
Employment Agreement was for an initial term of three years and renewed
automatically for successive one-year periods unless earlier terminated or prior
notice of non-renewal was provided by either party. Under the Employment
Agreement, Mr. Folts was entitled to an annual base salary of $158,400 with
annual increases on January 1 of each year of a minimum of 10% of the annual
base salary for the immediately preceding year, and was eligible for an annual
bonus and incentive compensation awards in an amount and form to be determined
by the Company's board of directors in its sole discretion. Pursuant to the
Employment Agreement, Mr. Folts received an option (the "Option") to acquire
1,000,000 shares of common stock, $.001 par value per share ("Common Stock"), of
the Company.
Consulting Agreement
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On February 8, 2006, the Company entered into a Consulting Agreement
(the "Consulting Agreement") with Roger H. Folts effective February 1, 2006. The
Consulting Agreement is for a term of three years commencing February 1, 2006
and ending February 1, 2009.
Under the Consulting Agreement, Mr. Folts agreed to provide the
following services to the Company: (i) assist the Company in maintaining a
system of internal controls and procedures adequate to ensure that financial
information of the Company is collected and reported in an accurate and timely
manner; (ii) assist the Company in the preparation and review of financial
reports, including financial statements, reports to shareholders, tax returns,
reports for government regulatory agencies, and other accounting and tax related
reports, as well as summaries, budgets and forecasts related to the Company's
future business needs and growth; and (iii) perform such other services as the
Company and Mr. Folts may agree upon. Mr. Folts agreed to devote a minimum of 40
hours per week to the performance of these services during the five-month period
commencing February 1, 2006 and ending June 30, 2006, and agreed to comply with
reasonable requests by the Company for these services thereafter.
In consideration for the performance of these services, the Company
agreed to pay Mr. Folts the following consideration: (i) 250,000 shares of
Common Stock of the Company pursuant to the National Health Partners, Inc. 2006
Stock Incentive Plan under the Registration Statement on Form S-8, Registration
No. 333-131589, filed with the Securities and Exchange Commission on February 6,
2006; (ii) 50,000 shares of Common Stock, which shares were "restricted
securities" as such term is defined under Rule 144(a)(3) of the Securities Act
of 1933, as amended; (iii) for the two-month period commencing February 1, 2006
and ending March 31, 2006, a fee of $14,520 per month, payable semi-monthly, and
reimbursement of certain costs of supplemental insurance, prescription
medications, vision expenses, chiropractic expenses and related medical costs;
and (iv) reimbursement by the Company for business-related expenses incurred by
Mr. Folts on behalf of the Company during the term of the Consulting Agreement.
In connection with the receipt of this consideration, Mr. Folts agreed not to
sell any shares of Common Stock during the period commencing February 1, 2006
and ending April 1, 2006, and agreed not to sell more than an aggregate of
25,000 shares of Common Stock per calendar month during the period commencing
April 1, 2006 and ending December 31, 2006. These restrictions on sale relate to
any and all securities held by Mr. Folts, whether or not acquired under the
Consulting Agreement and whether or not held outright or acquired upon the
exercise of the Option.
The foregoing description of the Termination and Release, Consulting
Agreement and Employment Agreement does not purport to be complete and is
qualified in its entirety by the terms of the Termination and Release and the
Consulting Agreement filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and incorporated by reference herein, and the terms
of the Employment Agreement filed as Exhibit 10.2 to the Company's Registration
Statement on Form SB-2, File No. 333-126315, as amended, and incorporated by
reference herein.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2006, the Company entered into the Termination and
Release with Roger H. Folts effective February 1, 2006. The description of the
Termination and Release and the Employment Agreement set forth under Item 1.01
hereof is incorporated by reference herein. The Company did not incur any early
termination penalties in connection with the termination of the Employment
Agreement.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 8, 2006, Roger H. Folts resigned as the Chief Financial
Officer and Secretary of the Company. Concurrently therewith, the Company
entered into the Termination and Release and the Consulting Agreement with Mr.
Folts effective February 1, 2006. The description of the Termination and Release
and the Consulting Agreement set forth under Item 1.01 hereof is incorporated by
reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Termination and Mutual Release, dated February 8, 2006, by and
between the Company and Roger H. Folts
10.2 Consulting Agreement, dated February 8, 2006, by and between
the Company and Roger H. Folts
10.3 Employment Agreement, dated May 13, 2005, by and between the
Company and Roger H. Folts (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form
SB-2, File No. 333-126315, as amended)
SIGNATURES
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.
NATIONAL HEALTH PARTNERS, INC.
Dated: February 14, 2006 /s/ David M. Daniels
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David M. Daniels
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Termination and Mutual Release, dated February 8, 2006, by and
between the Company and Roger H. Folts
10.2 Consulting Agreement, dated February 8, 2006, by and between
the Company and Roger H. Folts