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)
March 5, 2008 (February 29, 2008)
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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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
The Company announced in its February 29, 2008 press release the
appointment of Andrew Jeanneret, Vice President, Finance, to the position of
Chief Financial Officer, which is to be effective upon the Company filing its
annual report on Form 10-K for the year ended December 31, 2007. Mr.
Jeanneret will be replacing Daniel R Ouzts, who had been serving as the
Company's Chief Financial Officer since November, 2005. Mr. Ouzts continues
as a Vice President, Finance, Chief Accounting Officer and Treasurer of the
Company, the later two positions he has held since 1996. Mr. Ouzts is a
certified public accountant.
Andrew Jeanneret, 43 years of age, joined the Company as Vice President,
Finance in July, 2007. Mr. Jeanneret has 22 years experience in corporate
accounting and finance, most recently since October, 2006, as Vice President
of Finance for HealthExtras, Inc., a public company engaged in pharmacy
benefit management. For the immediately preceding nine months Mr. Jeanneret
engaged in financial and accounting consulting. From August, 2004 to
January, 2006, Mr. Jeanneret was Vice President, Controller and Chief
Accounting Officer for Guilford Pharmaceuticals Inc., a publicly held
specialty pharmaceutical company that merged with MGI Pharma, Inc. in October
2005, and for the prior two years was Vice President of Finance for a private
company manufacturing and selling hip, knee and spinal implants.
Although there is no term of employment or formal employment agreement
with Mr. Jeanneret, it was part of his employment arrangement with the
Company in July, 2007, that upon his promotion to Chief Financial Officer, he
is to be granted an incentive stock option under the Company's 1999 Stock
Incentive Plan for 50,000 shares of the Company's common stock, exercisable
for five years at $12.18 per share. Mr. Jeanneret's option vests in equal
increments of 12,500 shares at the end of each 12 month period from the date
of grant, February 29, 2008. The option requires the affiliation of Mr.
Jeanneret with the Company at the time of vesting, otherwise whatever shares
have not vested at such cessation of affiliation will be forfeited; provided,
the option continues in force with any successor entity without any
affiliation requirement with such successor.
Item 8.01 Other Events
The Company amended its 1999 Stock Incentive Plan primarily for
clarification and certain ministerial modifications, one of which clarified
that an optionee need not have any affiliation with a successor entity in
order for the option to continue to be exercisable. Also, upon a change in
control as defined in the Plan, there is full exercisability and vesting of
an option, except as may be determined by the board of directors. The latter
exception was added to clarify the board's determination of the terms and
conditions of awards as otherwise provided in the Plan. A copy of the
modified Plan is attached to this Current Report. There were no material
amendments or other modifications to the Plan that require shareholder
approval under the Plan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(99) Additional Exhibits
(i) Press release dated February 29, 2008.
(ii) Dialysis Corporation of America 1999 Stock Incentive Plan,
as amended.
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: March 5, 2008
EXHIBIT INDEX
Exhibit
Number
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(99) Additional Exhibits
(i) Press release dated February 29, 2008.
(ii) Dialysis Corporation of America 1999 Stock Incentive Plan, as
amended