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)
June 29, 2006 (June 27, 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
________________
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 3.02 Unregistered Sales of Equity Securities.
On June 8, 2006, the shareholders approved an amendment to the Company's
stock option plan, now known as the Dialysis Corporation of America 1999
Stock Incentive Plan (the "Plan"), which provided for the grant of stock
awards in addition to option grants to eligible participants, including,
among others, officers, directors, key employees, consultants and advisors.
As disclosed in its proxy statement dated April 26, 2006, the Company was to
issue up to 40,000 shares of common stock to Stephen W. Everett, President
and CEO, under his employment agreement, of which 10,000 shares were issued,
and the remaining 30,000 shares vest in equal increments of up to 10,000
shares at the end of each of the next three fiscal years based upon a formula
relating to the growth of the Company's dialysis patient census. Also
disclosed in the proxy statement was the grant of stock awards of 1,000
shares each to the Company's independent directors, Messrs. Peter D.
Fischbein, Robert W. Trause and Alex Bienenstock, vesting in 250 share
increments for each quarter of 2006.
On June 27, 2006, the board accepted the recommendation of the Company's
Compensation Committee relating to stock awards for an aggregate of 64,000
shares to certain officers and key employees for their efforts and dedication
to and encouragement to their continued association with the Company. All
the awards vest in equal yearly increments over the next four years
commencing December 31, 2006, and the share award to Michael Rowe, Vice
President of Operations and COO, has an additional performance criteria for
the vesting schedule based upon EBITDA as a percentage of revenues for each
of the next four years. All of the awards are restricted shares, meaning
they cannot be publicly sold, transferred or pledged absent inclusion in a
registration statement, which the Company does not currently contemplate
filing, or there is an available exemption from the registration requirements
of the federal and state securities laws. The stock awards were made under
the private placement exemption of Section 4(2) of the Securities Act of
1933, as amended, in that each awardee is an officer or key employee of the
Company and knowledgeable about its affairs, operations and financial
condition. Each awardee has entered into a stock award agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(10) Material Contracts
10.1 Form of Restricted Stock Agreement
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/ Daniel R. Ouzts
By--------------------------------
DANIEL R. OUZTS
Vice President, Finance, Chief
Financial Officer, Chief Accounting
Officer and Treasurer
Dated: June 30, 2006
Exhibit Index
(10) Material Contracts
10.1 Form of Restricted Stock Agreement