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): December 22, 2006
__________________________
INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
__________________________
NEVADA 0-23511 87-0412182
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
1301 NORTH TUSTIN AVENUE
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
(714) 953-3503
(Registrant's telephone number, including area code)
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 22, 2006, Integrated Healthcare Holdings, Inc. (the "Company"), the
Company's subsidiaries (WMC-SA, Inc., WMC-A, Inc., Chapman Medical Center, Inc.,
and Coastal Communities Hospital, Inc.), Pacific Coast Holdings Investment, LLC,
West Coast Holdings, LLC, Orange County Physicians Investment Network, LLC,
Ganesha Realty, LLC, and Medical Provider Financial Corporation II (the
"Lender"), executed Amendment No.1 to Credit Agreement, dated as of December 18,
2006 (the "Amendment"), that amends that certain Credit Agreement, dated as of
December 12, 2005 (the "Credit Agreement"), pursuant to which the Lender loaned
to the Company a total of $10,700,000.
The Amendment extended the "Stated Maturity Date", as defined in the Credit
Agreement, to March 2, 2007 from December 12, 2006. Under the Amendment, the
Company also agreed to pay to the Lender an extension fee of $107,000 plus
Lender's legal fees, costs and expenses of $2,500.
Also on December 22, 2006, the parties to the Credit Agreement executed an
Agreement to Forbear (the "Forbearance Agreement") relating to the Credit
Agreement and that certain Common Stock Warrant, dated as of December 12, 2005,
issued in connection with the original Credit Agreement (the "Warrant").
Under the Forbearance Agreement, the Company agreed with the Lender to change
the date by which the Company is required to file a registration statement
covering the resale of all the shares of common stock underlying the Warrant to
May 15, 2007, and requires the Company to use its reasonable best efforts to
have the registration statement declared effective by the Securities and
Exchange Commission as soon as practicable but no later than 90 days after such
date (or 120 days if the registration statement is reviewed by the SEC). The
Forbearance Agreement also contains certain negative covenants and
representations and warranties by the parties in favor of the Lender.
The Amendment and Forbearance Agreement are furnished as exhibits to this
Report. The preceding descriptions of the Amendment and Forbearance Agreement
are summary in nature and do not purport to be complete. This summary should be
read in connection with the exhibits hereto.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Amendment No. 1 to Credit Agreement, dated as of December 18, 2006, by
and among Integrated Healthcare Holdings, Inc., WMC-SA, INC., WMC-A,
INC., Chapman Medical Center, Inc., Coastal Communities Hospital, Inc.,
Pacific Coast Holdings Investment, LLC, Orange County Physicians
Investment Network, LLC, Ganesha Realty, LLC, West Coast Holdings, LLC,
and Medical Provider Financial Corporation II.
99.2 Agreement to Forbear, dated as of December 18, 2006, by and among
Integrated Healthcare Holdings, Inc., WMC-SA, INC., WMC-A, INC.,
Chapman Medical Center, Inc., Coastal Communities Hospital, Inc.,
Pacific Coast Holdings Investment, LLC, Orange County Physicians
Investment Network, LLC, Ganesha Realty, LLC, West Coast Holdings, LLC,
Medical Provider Financial Corporation II, and Healthcare Financial
Management & Acquisitions, Inc.
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SIGNATURES
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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.
Date: December 26, 2006
INTEGRATED HEALTHCARE HOLDINGS, INC.
By: /s/ Bruce Mogel
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Bruce Mogel
Chief Executive Officer
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