UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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 31, 2007
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INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA 0-23511 87-0573331
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) 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)
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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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) and (e) On December 31, 2007, Integrated Healthcare Holdings, Inc.
(the Company) entered into a Severance Agreement With Mutual Releases
("Severance Agreement") and a Consulting Agreement with Larry B. Anderson,
President of the Company. Under the Severance Agreement, Mr. Anderson terminated
his employment as President of the Company by mutual agreement, effective
December 31, 2007.
Under the Severance Agreement, Mr. Anderson will receive consideration
currently valued at approximately $465,000. The Company will pay Mr. Anderson
compensation equivalent to fourteen (14) equal monthly installments. The amount
of each monthly installment shall be the sum of Mr. Anderson's base monthly
salary, net of required deductions, plus the monthly value of his health and
dental insurance, plus the monthly value of his automobile allowance. The
schedule of payments is as follows: (i) one (1) lump sum payment equivalent to
eight (8) monthly installments within one (1) business day after Mr. Anderson's
7-day right to revoke the Severance Agreement has expired, and (ii) the
remaining six (6) equal installments shall be paid to him on or before the first
business day of each month, commencing on September 1, 2008. In addition, the
Company will pay a year end (December 31, 2007) bonus of $30,000 to Mr.
Anderson, which is payable within one (1) business day after the 7-day right to
revoke expires. The Severance Agreement also includes mutual releases, specific
waivers and releases, nondisclosure of confidential information, return of
property, future cooperation, non-disparagement, and general provisions
customary in such agreements.
Under the terms of the Consulting Agreement, which is effective from
January 1, 2008 through June 30, 2008, the Company will pay Mr. Anderson
$180,000 consisting of one (1) payment of $60,000 payable within one (1)
business day after the 7-day right to revoke the aforementioned Severance
Agreement has expired and four (4) equal monthly installments of $30,000 each,
commencing April 1, 2008, with the last payment due on July 1, 2008. As
additional compensation for special projects, such as his services relating to
the proposed acquisition of Anaheim Memorial Medical Center (AMMC) by the
Company, Mr. Anderson is entitled to receive 0.5% of the total value of the
purchase, minus $30,000, or an estimated $310,000 if the acquisition of AMMC is
consummated at the currently proposed price. The Consulting Agreement will
terminate if Mr. Anderson exercises his 7-day right to revoke the aforementioned
Severance Agreement. The Consulting Agreement contains other provisions
customary to such agreements.
Mr. Anderson's agreements are furnished as exhibits to this Report. The
preceding description of the agreements should be read in conjunction with the
exhibits filed herewith.
(c) The Company's Board of Directors appointed Bruce Mogel, the
Company's current Chief Executive Officer (principal executive officer), to also
serve as the Company's President, commencing on the effective date of the
Severance Agreement with Larry B. Anderson, or December 31, 2007. No additional
consideration to Mr. Mogel was approved by the Board at this time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Severance Agreement with Mutual Releases of Larry B. Anderson, as
of December 31, 2007.
99.2 Consulting Agreement of Larry B. Anderson, as of December 31, 2007.
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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: January 7, 2008
INTEGRATED HEALTHCARE HOLDINGS, INC.
By: /s/ Steven R. Blake
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Steven R. Blake
Chief Financial Officer
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