- Current report filing (8-K)
20 Februar 2009 - 12:03PM
Edgar (US Regulatory)
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):
February 17, 2009
American
Medical Technologies, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-19195
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38-2905258
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5655
Bear Lane
Corpus
Christi, TX 78405
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(361) 289-1145
Not
Applicable
(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:
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o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02.
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Change
in President/Chief Executive Officer
Judd D.
Hoffman, the Chief Executive Officer and President of American Medical
Technologies, Inc. (the “Company”), has resigned from those positions effective
on February 17, 2009. Mr. Hoffman will remain as a director and
Chairman of the Board of Directors of the Company.
The Board
of Directors appointed Jeffrey Goodman to serve as the Chief Executive Officer
and President of the Company effective February 23, 2009, to fill the vacancy
left by Mr. Hoffman’s departure. Jeffrey Goodman, age 53, founded
Corestrength, Inc., a management consulting company, in 2003 and has served as
the Chief Executive Officer of Corestrength, Inc. since August 2003. Form
October 2000 to June 2003, Mr. Goodman served as President of Dent-X in
Elmsford, New York. From March 2998 to August 2000, Mr. Goodman
served as Chief Executive Officer and President of Dexpo.com in
Pennsylvania. Mr. Goodman has broad experience in dental
manufacturing and distribution, having also served as the President of ESPE
America, and the Director of Marketing of Benco Dental. In addition to his
experience in the dental industry, Jeffrey founded, developed and sold Business
Technology Group, a distribution-oriented software developer. He received a B.A.
in Accounting and Economics from Muhlenberg College in 1977, and an MBA in
Finance from Northeastern University in 1981.
Mr.
Goodman has been appointed to the Board of Directors of the Company effective
February 23, 2009.
The
Company entered into a consulting agreement with Corestrength, Inc., a Florida
Corporation which agreed to provide the services of Jeffrey
Goodman. The Company has retained Mr. Goodman as Chief Executive
Officer and as a director. The consulting agreement will commence on
February 23, 2009 with an initial period ending May 31, 2009. After
the conclusion of the initial period, the Company has the right to renew the
contract for an additional three month term. In the event the
contract is not extended for an additional three month term, and/or after such
extension, the contract will automatically renew for additional monthly periods,
unless either party provides ten (10) days written notice of their intention to
terminate the agreement. In consideration for Mr. Goodman’s service
to the Company, the Company will pay a monthly fee of $12,000 to Corestrength,
Inc. of which Mr. Goodman is a beneficial owner.
Corestrength,
Inc. provides domestic and Canadian sales representation services for Spectrum
Dental products, which the Company has an exclusive worldwide license to
distribute and receives $3,000 per month plus 13.5% of any Spectrum sales in
consideration for such sales representation services.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Description of Exhibit
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10.1*
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Consulting
Agreement between American Medical Technologies, Inc. and Corestrength,
Inc.
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* Filed
herewith.
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.
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AMERICAN
MEDICAL TECHNOLOGIES, INC.
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February
19, 2009
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By:
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/s/
Judd D. Hoffman
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Judd
D. Hoffman
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Chairman
of the Board of
Directors
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