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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): March 6, 2009
Integrated Healthcare Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-23511 87-0573331
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1301 North Tustin Avenue, Santa Ana, 92705
California
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 953-3503
Not Applicable
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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:
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 6, 2009, Integrated Healthcare Holdings, Inc. (the "Company") entered
into Amendment No. 2 to the Securities Purchase Agreement (the "SPA Amendment")
by and among the Company, Kali P. Chaudhuri, M.D. ("Dr. Chaudhuri"), and William
E. Thomas ("Mr. Thomas"), which amends the Securities Purchase Agreement by and
among the parties dated July 18, 2008 (the "Original SPA").
The SPA Amendment clarified that each of Dr. Chaudhuri's and Mr. Thomas's
pre-emptive rights under the Original SPA to maintain his level of beneficial
ownership in Company common stock includes the right to maintain his voting
interest in the stock. Under the SPA Amendment, such pre-emptive rights may
also be triggered by potential dilution of their respective percentage ownership
of outstanding voting shares to an amount less than the greater of (i) 51.0% (in
the case of Dr. Chaudhuri) and 5.0% (in the case of Mr. Thomas) of the
outstanding voting shares of the Company and (ii) his actual percentage
ownership of outstanding voting shares of the Company prior to the potential
dilutive issuance.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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10.1 Amendment No. 2 to Securities Purchase Agreement, dated as of March
6, 2009, among the Company, Kali P. Chaudhuri, M.D., and William E.
Thomas.
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.
Integrated Healthcare Holdings, Inc.
March 10, 2009 By: /s/ Steven R. Blake
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Name: Steven R. Blake
Title: Chief Financial Officer
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