UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2006 (February 22, 2006)
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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
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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))
Item 1.01 Entry Into a Material Definitive Agreement
Dialysis Corporation of America (the "Company") finalized a new five-
year employment agreement with Stephen W. Everett, its President and CEO,
agreed to in principle and effective January 3, 2006. His original
employment agreement expired December 31, 2005. The agreement continues Mr.
Everett's employment as President and CEO of the Company, and the Company
shall propose Mr. Everett to shareholders for reelection to the board
throughout the term. Mr. Everett's compensation for the first year is
$275,000, and thereafter increases each year by a minimum of $10,000 per
year. Mr. Everett is eligible for cash bonuses as determined by the
Compensation Committee and recommended to the board based upon contributions
made by Mr. Everett, and also in relation to contributions made by and
bonuses to be paid to other senior executive officers. The granting of any
bonus also considers the Company's performance over the year. Other aspects
of the employment agreement include:
* the grant of 10,000 shares of stock, with the potential of an
additional 30,000 shares of stock, to be issued 10,000 shares per
year for the next three years provided satisfaction of certain
patient census criteria; issuance of such shares is subject to
shareholder approval
* participation in benefit plans and programs available to other senior
executives
* reimbursement for business expenses
* indemnification for services to the Company and its subsidiaries, to
the fullest extent allowed by law
* non-competition with the Company during the term of the employment
agreement and for a period of one year after termination, which
includes not diverting business from or soliciting any officers,
directors, employees, suppliers, physicians or others, away from or
terminating their relationships with the Company
* restrictions regarding confidential and proprietary information
* severance payments (one year salary, expenses, benefits, stock grants
to the extent earned) for termination upon death, disability, by the
Company without cause, by Mr. Everett for good reason, or change in
control (two years salary and accelerated vesting of up to 30,000
shares); no severance for termination for cause
The description of the terms of the agreement is qualified in its
entirety by reference to the Employment Agreement, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(10) Material Contracts
10.1 Employment Agreement between the Company and Stephen W.
Everett dated February 22, 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.
DIALYSIS CORPORATION OF AMERICA
/s/ Stephen W. Everett
By---------------------------------
STEPHEN W. EVERETT
President and Chief Executive
Officer
Dated: February 28, 2006
EXHIBIT INDEX
10.1 Employment Agreement between the Company and Stephen W. Everett dated
February 22, 2006