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)
February 4, 2005 (January 31, 2005)
____________
DIALYSIS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Florida 0-8527 59-1757642
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1302 Concourse Drive, Suite 204, Linthicum, MD 21090
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 694-0500
Not Applicable
(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 1.01 Entry Into a Material Definitive Agreement
On January 31, 2005, the board of directors of Dialysis Corporation of
America (the "Company") approved the recommendations of its Compensation
Committee with respect to (i) the amendment to the employment agreement of
Stephen W. Everett, President and Chief Executive Officer and director of the
Company, increasing his annual compensation for the last year of his current
employment agreement, which expires December 31, 2005, from $180,000 to
$250,000; (ii) increasing the annual compensation of certain other executive
and non-executive officers; (iii) providing bonuses to certain executive and
non-executive officers, including $250,000 to Stephen W. Everett and $50,000
to Michael Rowe, Vice President of Operations; (iv) director fees of $20,000
to each director, other than to Thomas K. Langbein, who received a $100,000
director's fee in recognition of his services as Chairman of the Board of
Directors; and (v) a $50,000 award to counsel, Jaffe & Falk, LLC, which firm
received a $15,000 award from Medicore, Inc, our public parent, owning 57% of
our Company, to which parent Jaffe & Falk, LLC also acts as counsel.
Lawrence E. Jaffe, a member of Jaffe & Falk, LLC, is Secretary to our Company
and our parent, and is also a director of our parent, and received a $15,000
director fee from Medicore, as did the other Medicore directors. Thomas K.
Langbein, the Chairman of the Board of our Company, is also the Chairman of
the Board, President and Chief Executive Officer of our parent, from which
parent company he received a $150,000 bonus. Peter D. Fischbein, a director
of our Company, is also a director of our parent, and received director fees
from each company. The awards were based upon the substantial efforts of
those individuals and the performance of the Company.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
(99) Additional exhibits
(i) Amendment No. 1 to Employment Agreement between Stephen W.
Everett and the Company dated February 2, 2005.
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.
DIALYSIS CORPORATION OF AMERICA
/s/ Stephen W. Everett
By--------------------------------------
STEPHEN W. EVERETT
President and Chief Executive Officer
Dated: February 4, 2005
EXHIBIT INDEX
Exhibit
Number
(99) Additional Exhibits
(i) Amendment No. 1 to Employment Agreement between Stephen W.
Everett and the Company dated February 2, 2005.