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)
September 12, 2006 (September 6, 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
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 5.05 Amendment to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On September 6, 2006, the Company's board of directors approved certain
amendments to its Code of Ethics and Business Conduct (the "Code"), including
a provision entitled "Waivers of this Code." The waiver addition to the Code
indicates that the policies contained in the Code must be strictly adhered to
and exemptions allowed only in very limited circumstances. Any request made
for a waiver relating to an employee or officer, requires approval of such
person's supervisor and counsel. Any waiver request relating to an executive
officer or director must be approved by the board and counsel, and disclosed
as required by law. Counsel is required to maintain records of all waiver
requests and their disposition. Other changes primarily relate to updates,
applicability, and more detail in areas including ethics obligations in
public reporting, corporate opportunities and gifts. The foregoing is a
brief summary and is qualified by reference to the Code attached as Exhibit
14.1.
Item 8.01 Other Events.
Our former parent, Medicore, Inc., merged with our company on September
21, 2005, resulting in our company succeeding to a litigation initiated by
Medicore in May, 2004, against Simclar International, Ltd. ("Simclar"), in
the Circuit Court of the 11th Judicial Circuit, In and For Miami-Dade County,
Florida, for breach of contract for collection of an additional approximately
$155,000 as an earn-out payment under an agreement for sale and purchase of
shares in 2001, relating to the sale of Medicore's majority interest in its
former subsidiary, Techdyne, Inc. Simclar filed a counterclaim in 2004, for
approximately $316,000, alleging it made errors in its certifications of the
earn-out payments due to Medicore. This case has been settled with Simclar
paying our company $65,000, and dismissal of Simclar's counterclaim.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(14) Code of Ethics
14.1 Code of Ethics and Business Conduct, as amended,
September 6, 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/ J. Michael Rowe
By---------------------------------
J. MICHAEL ROWE
Vice President and
Chief Operating Officer
Dated: September 12, 2006
EXHIBIT INDEX
Exhibit
Number
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14.1 Code of Ethics and Business Conduct, as amended, September 6, 2006.