UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 1, 2005
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INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada 0-23511 87-0412182
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
695 Town Center Drive, Suite 260
Costa Mesa, California 92626
(Address of Principal Executive Offices) (Zip Code)
(714) 434-9191
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 1, 2005, Larry Anderson resigned as a director of Integrated
Healthcare Holdings, Inc. (the "Company") in order to effect compliance with
agreements regarding composition of the Board with the Company's principal
shareholder. Mr. Anderson remains President of the Company. Also on August 1,
2005, the Board of Directors appointed the following four individuals to serve
as directors to fill current vacancies on the Board:
Maurice J. DeWald. Mr. DeWald is Chairman of Verity Financial Group, Inc.,
a private investment firm that he founded in 1992. From 1962 through 1991, Mr.
DeWald was with KPMG LLP, where he served at various times as a Director and as
the Managing Partner of the Chicago, Orange County and Los Angeles offices. Mr.
DeWald is a director of Mizuho Corporate Bank of California, Advanced Materials
Group, Inc., and Quality Systems, Inc., and is a former director of Tenet
Healthcare Corporation. He also sits on the Advisory Council of the University
of Notre Dame Mendoza School of Business. Mr. DeWald is a past Chairman and
Director of United Way of Greater Los Angeles. He is a graduate of the
University of Notre Dame.
Fernando Niebla. Mr. Niebla has served as President of International
Technology Partners LLC, an IT and business consulting services company based in
Orange County, California since August 1998. He is also the founder of Infotec
Development Inc. and Infotec Commercial Systems, two national information
technology firms. Mr. Niebla is a director of Union Bank of California, Pacific
Life Corp. and Granite Construction Corp., and a director of Orange County
Health Foundation (a non-profit) and on the Board of Counselors of the
Integrated Media Systems at University of Southern California. He holds a B.S.
degree in Electrical Engineering from the University of Arizona and an M.S. QBA
from the University of Southern California.
Syed J. Naqvi, M.D. Dr. Naqvi is a practicing physician in Orange County,
California and is Board Certified in Pulmonary Medicine. He is an Assistant
Clinical Professor of Medicine at the University of California, Irvine. He also
serves as the Medical Director of the Pulmonary Department at Kindred Hospital,
Westminster, CA, and the Medical Director of the Cardio-Pulmonary Department and
the Subacute Unit at Coastal Communities Hospital, Santa Ana, CA, which has been
owned by the Company since March 2005. Dr. Naqvi is a member of the Company's
principal shareholder, Orange County Physicians Investment Network, LLC.
Jaime Ludmir, M.D. Dr. Ludmir is a practicing physician in Orange County,
California and is Board Certified in Obstetrics and Gynecology. He was Chairman
of the Ob-Gyn Department at Coastal Communities Hospital until 2004, which has
been owned by the Company since March 2005. Dr. Ludmir is a member of the
Company's principal shareholder, Orange County Physicians Investment Network,
LLC.
Since January 1, 2004, there was no transaction or series of similar
transactions, nor is there any currently proposed transaction or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party, in which the amount involved exceeds $60,000 and in which Messrs.
DeWald, Niebla, Naqvi or Ludmir, or members of their respective immediate
families, had or will have a direct or indirect material interest.
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.
Date: August 4, 2005 By: /s/ Larry Anderson
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Larry Anderson
President