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): November 4, 2008
--------------------------
INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
--------------------------
NEVADA 87-0573331
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
0-23511
(Commission File Number)
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 4, 2008, Integrated Healthcare Holdings, Inc. (the "Company")
entered into a Resignation Agreement and General Release (the "Agreement") with
Mr. Bruce Mogel, President and Chief Executive Officer of the Company. The
Agreement provides as follows:
o Mr. Mogel will serve as President and Chief Executive Officer of the
Company through December 31, 2008, at which time he will resign
those positions (the "Resignation Date');
o After December 31, 2008, Mr. Mogel will provide consulting services
to the Company, including performing the functions of CEO as
requested by the Board of Directors, for a period of up to four (4)
months after the Resignation Date (the "Consulting Period");
o During the Consulting Period, Mr. Mogel will receive a monthly
salary equal to the monthly salary he received immediately prior to
the Resignation Date;
o For eight (8) months after the conclusion of the Consulting Period,
Mr. Mogel will receive payments of $43,750 per month (less
deductions required by law), the sum of which will equal eight (8)
months' salary;
o The Agreement contains other benefits, including without limitation,
medical and dental coverage for Mr. Mogel;
o Mr. Mogel's employment agreement with the Company was terminated as
of the Resignation Date;
o Mr. Mogel will resign from the Boards of Directors of the Company
and its subsidiaries effective November 4, 2008; and
o Mr. Mogel agreed to release and discharge the Company from claims
related to his employment with the Company, among other things.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
DESCRIPTION
EXHIBIT
NUMBER
99.1 Resignation Agreement and General Release, dated as of November 4,
2008, by and between the Registrant and Mr. Bruce Mogel
99.2 Press Release dated November 4, 2008
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.
Date: November 7, 2008
INTEGRATED HEALTHCARE HOLDINGS, INC.
By: /s/ Steven R. Blake
-----------------------------------------
Name: Steven R. Blake
Title: Chief Financial Officer