UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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): March 14, 2006
AUXILIO, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction if incorporation)
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000-27507 88-0350448
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(Commission File Number) (I.R.S. Employer Identification No.)
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27401 Los Altos, Suite 100, Mission Viejo, California 92691
(Address of principal executive offices)
(949) 614-0700
(Registrant's telephone number, including area code)
N/A
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Explanatory note: The Registrant filed a current report on form 8-K dated
March 17, 2006 to report the signing of new employments for its three
principal officers. This amendment is being filed to show the corrected
number of options received under the employment agreements by the Chief
Executive Officer and President and Chief Operation Officer.
Auxilio, Inc. (the "Company") is filing this Current Report on Form 8-K to
announce the signing of new employment agreements for its three principal
officers.
On March 14, 2006, the Company entered in to a new employment agreement
with Joseph J. Flynn to continue to serve as its Chief Executive Officer.
This agreement replaces the previous employment agreement dated April 1,
2004. This new agreement is effective January 1, 2006, has a term of two
years, and provides for a base annual salary of $180,000. Mr. Flynn
received 100,000 options and may receive an annual bonus if certain
earnings and revenue targets are accomplished. Mr. Flynn also is
reimbursed for all reasonable out-of-pocket business expenses.
On March 15, 2006, the Company entered in to a new employment agreement
with Etienne Weidemann to continue to serve as its President and Chief
Operating Officer. This agreement replaces the previous employment
agreement dated April 1, 2004. This new agreement is effective January 1,
2006, has a term of two years, and provides for a base annual salary of
$175,000. Mr. Weidemann received 80,000 options and may receive an annual
bonus if certain earnings and revenue targets are accomplished. Mr.
Weidemann also is reimbursed for all reasonable out-of-pocket business
expenses.
On March 15, 2006, the Company entered in to a new employment agreement
with Paul T. Anthony to continue to serve as its Chief Financial Officer
and Corporate Secretary. This agreement replaces the previous employment
agreement dated December 10, 2004. This new agreement is effective January
1, 2006, has a term of two years, and provides for a base annual salary of
$170,000. Mr. Anthony received 75,000 options and may receive an annual
bonus if certain earnings and revenue targets are accomplished. Mr.
Anthony also receives the customary and usual fringe benefits available to
executives of the Company and is reimbursed for all reasonable
out-of-pocket business expenses.
[For all of the agreements we should discuss any severance benefits (i.e.
termination without cause) and change of control benefits the executives
are entitled to.]
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Executive employment agreement between Joseph J. Flynn and Auxilio,
Inc. dated March 14, 2006
10.2 Executive employment agreement between Etienne Weidemann and
Auxilio, Inc. dated March 15, 2006
10.3 Executive employment agreement between Paul T. Anthony and Auxilio,
Inc. dated March 15, 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.
AUXILIO, INC.
Date: March 27, 2006
By: /s/ Paul T. Anthony
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Name: Paul T. Anthony
Title: Chief Financial Officer
Principal Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Executive employment agreement between Joseph J. Flynn and Auxilio,
Inc. dated March 14, 2006
10.2 Executive employment agreement between Etienne Weidemann and
Auxilio, Inc. dated March 15, 2006
10.3 Executive employment agreement between Paul T. Anthony and Auxilio,
Inc. dated March 15, 2006