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: March 21, 2006
MT Ultimate Healthcare Corp.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-49915 88-0474056
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
18301 Von Karman Ave, Suite 250, Irvine, California 92612
- ------------------------------------------------------------------------------
(Address of principal executive offices)
(949) 260-0150
- ------------------------------------------------------------------------------
(Registrant's telephone number)
- ------------------------------------------------------------------------------
(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 (see General Instructions A.2 below):
[ ] 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 March 21, 2006, we entered into an agreement with Monarch Bay Management
Company, L.L.C. ("MBMC") for chief financial officer services. David Walters
(our Chief Executive Officer) and Keith Moore (a member of our Board of
Directors) are members of and each beneficially own 50% of the ownership
interests in MBMC. Under the agreement with MBMC, we will pay to MBMC a
monthly fee of $5,000. We will also reimburse MBMC for certain expenses in
connection with providing services to us. The initial term of the agreement
expires on March 31, 2007 and renews thereafter on an annual basis unless
terminated by either party.
On March 21, 2006, we entered into an employment agreement with David Walters,
our Chief Executive Officer. The employment agreement has an initial term of
two years. The agreement provides for an initial payment of $33,750, a base
salary of $135,000 for the first year and $160,000 for the second year, and a
bonus on terms and conditions to be mutually agreed upon by Mr. Walters and
us. If the employment agreement is terminated by us (other than for specified
cause events), Mr. Walters will receive full compensation and benefits for the
remaining term of the agreement and one year thereafter.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On March 21, 2006, we appointed William R. Abbott as our Chief Financial
Officer. In such capacity, he will serve as our principal accounting and
financial officer. Mr. Abbott's services are provided pursuant to our
agreement with MBMC. We will grant to Mr. Abbott of an option to purchase
4,500,000 shares of our common stock (50,000 shares after giving effect to our
pending 1:90 reverse stock split) at an exercise price equal to the average
closing price of our common stock for the ten days prior to the date of grant.
The option vest 20% upon grant and thereafter 10% for eight quarters with full
vesting upon a change in control. The option will be exercisable for a period
of five years following the date of grant.
Mr. Abbott has been the Chief Financial Officer of MBMC since March 2006.
From March 1997 to February 2005, he served in several capacities (including
as Vice President of Finance and Treasurer) with the Newport Corporation, a
public company providing advanced technology capital equipment manufacturing
and service. Prior to the Newport Corporation, Mr. Abbott held financial and
accounting management positions with a variety of public and private
companies. Earlier in his career, Mr. Abbott was an auditor with
PriceWaterhouseCoopers, LLP. He received an MBA from Pepperdine University
and a B.S. in accounting from Fairfield University. Mr. Abbott also serves as
Chief Financial Officer of DataLogic International, Inc. Keith Moore (a
member of our Board of Directors) is Chief Executive Office of DataLogic
International, Inc.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
- ---------- -----------
10.1 Letter agreement by and between MT Ultimate Healthcare Corp. and
Monarch Bay Management Company, L.L.C., dated March 21, 2006, for chief
financial officer services.
10.2 Employment agreement with David Walters dated March 21, 2006.
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: March 27, 2006 MT Ultimate Healthcare Corp.
a Delaware corporation
By: /s/ David Walters
Name: David Walters
Title: Chief Executive Officer