AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2007
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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NEVADA 87-0412182
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1301 NORTH TUSTIN AVENUE
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices)
INTEGRATED HEALTHCARE HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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BRUCE MOGEL
CHIEF EXECUTIVE OFFICER
1301 NORTH TUSTIN AVENUE
SANTA ANA, CALIFORNIA 92705
(Name and Address of Agent for Service)
(714) 953-3503
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
ALLEN Z. SUSSMAN, ESQ.
MORRISON & FOERSTER LLP
555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013-1024
(213) 892-5200
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (2) Price Fee
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Common Stock, $0.001 par 12,000,000 (1) $0.34 $4,080,000 $440
value per share
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(1)Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any additional
shares of common stock which become issuable under the above named plan by
reasons of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results
in an increase in the number of outstanding shares of common stock of the
Registrant.
(2) Calculated solely for purposes of this offering under Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the average of the bid and
ask price per share of Integrated Healthcare Holdings, Inc.'s common stock on
the Over the Counter Bulletin Board on February 1, 2007.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission (the "Commission") Rule 428(b)(1). Such documents need not
be filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Integrated Healthcare Holdings, Inc. (the
"Registrant") with the Commission are incorporated by reference herein:
(a) The Registrant's Definitive Proxy Statement on Schedule 14A filed with
the Commission on November 14, 2006;
(b) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 filed with the Commission on July 28, 2006;
(c) The Registrant's Amendment No. 1 to its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2004 filed with the Commission
on April 7, 2006;
(d) The Registrant's Amendment No. 1 to its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006 filed with the Commission on
November 3, 2006;
(e) The Registrant's Amendment No. 2 to its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006 filed with the Commission on
November 7, 2006;
(f) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 filed with the Commission on November 14, 2006;
(g) The Registrant's Current Reports on Form 8-K filed on January 26,
2006, April 3, 2006, April 10, 2006, May 8, 2006, June 6, 2006,
October 4, 2006, November 22, 2006, December 6, 2006, December 21,
2006, and December 21, 2006;
(h) The description of the Registrant's common stock, $0.001 par value per
share, which is contained in its Registration Statement on Form 10-SB
filed on December 16, 1997, including exhibits, as amended and as may
be further amended from time to time.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation" due to his or her corporate role. Section 78.7502(1) extends
this protection "against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action, suit or proceeding if he or she acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful."
Section 78.7502(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his or her actions were not opposed to the corporation's
best interests. Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the defense."
Section 78.751 (1) of the NRS limits indemnification under Sections 78.7502
(1) and 78.7502 (2) to situations in which either (i) the stockholders, (ii)the
majority of a disinterested quorum of directors, or (iii) independent legal
counsel determine that indemnification is proper under the circumstances.
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Pursuant to Section 78.751(2) of the NRS, the corporation may advance an
officer's or director's expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(3)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other rights under any bylaw, agreement, stockholder vote or vote of
disinterested directors. Section 78.751(3)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the right
to indemnity, Section 78.752 allows the corporation to purchase and maintain
insurance on his behalf against liability resulting from his or her corporate
role.
The Registrant has entered into separate indemnification agreements with
certain officers and directors that require the Registrant, among other things,
to indemnify them against certain liabilities which may arise by reason of their
positions with the Registrant. The indemnification agreements may be
sufficiently broad to permit indemnification for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant also maintains director and officer liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits are listed in the Exhibit index hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act).
(4) For determining liability of the undersigned registrant under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities
of the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424 of
the Securities Act;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
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annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Santa Ana, State of California, on January 29, 2007.
INTEGRATED HEALTHCARE HOLDINGS, INC.
By: /s/ Bruce Mogel
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Bruce Mogel
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Bruce Mogel
and Steven Blake, and each of them, with full power to act alone, as his or her
true and lawful attorney-in-fact, with the power of substitution, for and in
such person's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- -------------------------------- ------------------------------------- ----------------------
/s/ Bruce Mogel Chief Executive Officer and Director January 29, 2007
- -------------------------------- (Principal Executive Officer)
Bruce Mogel
February 1, 2007
/s/ Steven Blake Chief Financial Officer (Principal
- -------------------------------- Financial Officer)
Steven Blake
February 1, 2007
/s/ Ajay G. Meka Director
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Ajay G. Meka, M.D.
January 29, 2007
/s/ Maurice Dewald Director
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Maurice Dewald
January 29, 2007
/s/ Syed Salman J. Naqvi Director
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Syed Salman J. Naqvi, M.D.
February 1, 2007
/s/ Fernando Niebla Director
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Fernando Niebla
January 29, 2007
/s/ Anil V. Shah Director
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Anil V. Shah, M.D.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Articles of Incorporation of the Registrant (incorporated herein
by reference from Exhibits 3.3, 3.4 and 3.6 to Form 10-SB filed
by the Registrant on December 16, 1997).
4.2 Certificate of Amendment to Articles of Incorporation of the
Registrant (incorporated by reference to Appendix A to
Registrant's Definitive Information Statement on Schedule 14C
filed by the Registrant on October 20, 2004).
4.3 Bylaws of the Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Current Report on Form 8-K filed with the
Commission on October 26, 2005).
4.4 Integrated Healthcare Holdings, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Appendix B to the Registrant's
Definitive Proxy Statement on Schedule 14A filed by the
Registrant on November 14, 2006).
4.5 Form of Notice of Stock Option Award and Stock Option Agreement.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Ramirez International, Independent Registered Public
Accounting Firm.
23.2 Consent of Morrison & Foerster LLP (reference is made to Exhibit
5.1.)
24.1 Power of Attorney (see signature page of this Registration
Statement).