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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 29, 2004
INTEGRATED HEALTHCARE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED
IN CHARTER)
NEVADA 0-23511 87-0412182
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
695 TOWN CENTER DRIVE, SUITE 260, COSTA MESA, CALIFORNIA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (714) 434-9191
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(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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 29, 2004, Integrated Healthcare Holdings Inc. (the "Company")
entered into definitive forms of agreements with Dr. Kali P. Chaudhuri involving
a new investment in the Company and financial support to enable the Company to
acquire hospitals and healthcare facilities from subsidiaries of Tenet
Healthcare Corporation (collectively, "Tenet") as part of its business plan. The
following material terms have been agreed to by the Company and Dr. Chaudhuri:
o Dr. Chaudhuri will invest $500,000 in the Company in the form
of a Convertible Secured Promissory Note, and may provide
additional financing directly to the Company as needed;
o Dr. Chaudhuri will loan $10 million to the Company to be used
by the Company as a good faith deposit towards the Company's
proposed acquisition of hospitals from Tenet;
o Dr. Chaudhuri will provide a personal guaranty of up to $10
million to cover Tenet's post-closing liability on a lease for
the Chapman Hospital that the Company proposes to acquire from
Tenet. If the Company acquires the Chapman Hospital, it will
assign to Dr. Chaudhuri the underlying lease and operating
assets relating to the hospital;
o Dr. Chaudhuri will have an option to acquire all of the real
estate which the Company acquires from Tenet for $5 million,
and will assume the underlying debt and other obligations
relating to the real estate;
o The Convertible Secured Promissory Note will be initially
convertible into 160 million shares of the Company's Common
Stock, or 88.8% of the Company's outstanding shares after
giving effect to the new issuance (and possibly an additional
10 million shares if additional financing is provided to the
Company); and
o Dr. Chaudhuri will receive pre-emptive rights to participate
in additional issuances of Company shares, and receive
piggyback registration rights relating to his stock.
On September 29, 2004, the Company entered into a definitive agreement to
acquire four hospitals located in Orange County, California from subsidiaries of
Tenet Healthcare Corporation. The four hospitals are: 280-bed Western Medical
Center - Santa Ana; 188-bed Western Medical Center - Anaheim; 114-bed Chapman
Medical Center in Orange; and 178-bed Coastal Communities Hospital in Santa Ana.
The net purchase price will be approximately $70 million, subject to closing
adjustments. The purchase is expected to close on November 30, 2004, subject to
customary closing conditions, including regulatory approvals.
The foregoing descriptions of the Company's material agreements are a
summary only and are qualified in their entirety by reference to Exhibits 10.1
and 10.2 filed herewith, which are incorporated by reference herein in their
entirety.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 29, 2004, the Company entered into definitive forms of
agreements with Dr. Kali P. Chaudhuri involving a new investment in the Company.
Pursuant to these agreements, Dr. Chaudhuri will invest $500,000 in the Company
in the form of a Convertible Secured Promissory Note which will be initially
convertible into 160 million shares of the Company's Common Stock, or 88.8% of
the Company's outstanding shares after giving effect to the new issuance, and
possibly an additional 10 million shares if additional financing is provided to
the Company. Dr. Chaudhuri will also receive pre-emptive rights to participate
in additional issuances of Company shares, and receive piggyback registration
rights relating to his stock. Reference is made to Exhibit 10.1 filed herewith,
which is incorporated by reference herein in its entirety.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On September 29, 2004, the Company entered into definitive forms of
agreements which will entitle Dr. Kali P. Chaudhuri to acquire control of the
Company in the form of a Convertible Secured Promissory Note which will be
initially convertible into 160 million shares of the Company's Common Stock, or
88.8% of the Company's outstanding shares after giving effect to the new
issuance, and possibly an additional 10 million shares if additional financing
is provided to the Company. Such shares have not yet been issued, but will be
issuable upon conversion by Dr. Chaudhuri of the Convertible Promissory Note.
Reference is made to Exhibit 10.1 filed herewith, which is incorporated by
reference herein in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Secured Convertible Note Purchase Agreement, dated as of September 28,
2004, by and between the Registrant and Kali P. Chaudhuri, M.D.*
10.2 Asset Sale Agreement, dated September 29, 2004, by and among AHM CGH,
Inc., Health Resources Corporation of America - California, SHL/O Corp.,
UWMC Hospital Corporation, and the Registrant*
* Certain exhibits and schedules are omitted but will be furnished to the
Commission supplementally upon request.
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.
Integrated Healthcare Holdings, Inc.
By: /s/ Bruce Mogel
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Name: Bruce Mogel
Title: Chief Executive Officer
Date: October 5, 2004
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
10.1 Secured Convertible Note Purchase Agreement, dated as of September
28, 2004, by and between the Registrant and Kali P. Chaudhuri, M.D.*
10.2 Asset Sale Agreement, dated September 29, 2004, by and among AHM
CGH, Inc., Health Resources Corporation of America - California,
SHL/O Corp., UWMC Hospital Corporation, and the Registrant*
* Certain exhibits and schedules are omitted but will be furnished to the
Commission supplementally upon request.