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): NOVEMBER 16, 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
_______________________________
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
First Amendment to Secured Convertible Note Purchase Agreement
On November 16, 2004, Integrated Healthcare Holdings Inc. (the "Company")
entered into a First Amendment to Secured Convertible Note Purchase Agreement
(the "Amendment") with Dr. Kali P. Chaudhuri, which amended the Secured
Convertible Note Purchase Agreement executed between the parties as of September
28, 2004 (the "Original Agreement"). The Amendment also includes as exhibits an
Option Agreement (Exhibit D) and Stock Option Agreement (Exhibit I), both of
which were executed by the Company and Dr. Chaudhuri on November 16, 2004.
The Amendment provides for certain changes to the Original Agreement in
order to accommodate the transactions with Dr. Anil V. Shah discussed below. The
following material terms are contained in the Amendment:
o Dr. Chaudhuri's option to acquire real estate which the Company expects to
acquire from subsidiaries of Tenet Healthcare Corporation has been changed
to an option to acquire all or a portion of a new limited liability
company (the "Real Estate LLC") expected to be formed for the purpose of
holding the real estate. Up to 49% of the new Real Estate LLC may be
acquired by Dr. Shah, as discussed below.
o Dr. Chaudhuri agreed to waive his pre-emptive rights with respect to the
new investment by Dr. Shah.
o Dr. Chaudhuri was granted an additional option to acquire 50,000,000
shares of the Company's common stock for $0.30 per share, and 10,000,000
shares of common stock for $0.25 per share.
Purchase Option Agreement
On November 16, 2004, the Company entered into a Purchase Option Agreement
with Dr. Anil V. Shah or his assignee, The Orange County Physicians Investment
Network, LLC (collectively, "OC-PIN"), granting to OC-PIN an option (the
"Purchase Option") to purchase (i) up to 50,000,000 shares of common stock of
the Company for an aggregate of $15,000,000 (or $0.30 per share) and (ii) up to
a 49% membership interest in the Real Estate LLC for an aggregate of $2,500,000.
The Purchase Option may be exercised in three tranches, with the first tranche
exercisable upon closing of the pending acquisition by the Company of four Tenet
Health System hospitals, the second tranche exercisable by February 25, 2005,
and the third tranche exercisable by June 1, 2005 (subject to extension under
certain circumstances to December 1, 2005). In connection with the Purchase
Option, the Company also granted a stock option to Dr. Anil Shah individually
providing that, if the Purchase Option is exercised in full by OC-PIN, the
Company will provide Dr. Shah with an additional right to purchase 10,000,000
shares of common stock of the Company for $0.25 per share.
As of the date of the filing of this report, OC-PIN has delivered
$5,000,000 into escrow to cover the exercise of the first tranche under the
Purchase Option.
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,
10.2 and 10.3 filed herewith, which are incorporated by reference herein in
their entirety.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On November 16, 2004, the Company entered into definitive forms of
agreements with Dr. Chaudhuri and Dr. Shah granting new options to acquire
common stock of the Company. Reference is made to Exhibit 10.1 filed herewith
(and specifically Exhibit D thereto), Exhibit 10.2 filed herewith, and Exhibit
10.3 filed herewith, each of which is incorporated by reference herein in its
entirety.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 First Amendment to Secured Convertible Note Purchase Agreement, dated as
of November 16, 2004, by and between the Registrant and Kali P. Chaudhuri,
M.D.
10.2 Purchase Option Agreement, dated as of November 16, 2004, by and between
the Registrant and Anil V. Shah, M.D.
10.3 Stock Option Agreement, dated as of November 16, 2004, by and between the
Registrant and Anil V. Shah, M.D.
99.1 Press Release issued by the Registrant on November 22, 2004.
3
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
------------------------------------
Name: Bruce Mogel
Title: Chief Executive Officer
Date: November 22, 2004
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
10.1 First Amendment to Secured Convertible Note Purchase Agreement,
dated as of November 16, 2004, by and between the Registrant and
Kali P. Chaudhuri, M.D.
10.2 Purchase Option Agreement, dated as of November 16, 2004, by and
between the Registrant and Anil V. Shah, M.D.
10.3 Stock Option Agreement, dated as of November 16, 2004, by and
between the Registrant and Anil V. Shah, M.D.
99.1 Press Release issued by the Registrant on November 22, 2004.
4