UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washingto
n,
DC 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):
December 31,
2008
AMERICAN
CARESOURCE HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of Incorporation)
|
001-33094
|
20-0428568
(IRS
Employer Identification No.)
|
|
5429
Lyndon B. Johnson Freeway, Suite 700, Dallas, Texas
|
75240
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
(972)
308-6830
|
|
|
(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 (see General Instruction A.2.):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
On December 31, 2008, American
CareSource Holdings, Inc. (the “Company”), HealthSmart Holdings, Inc.
(“HealthSmart Holdings”) and HealthSmart Preferred Care II, L.P. (“HealthSmart”)
entered into an amendment (the “Amendment”) to their Provider Service Agreement,
as previously amended.
The purpose of the Amendment is, among
other things, to facilitate and accelerate the integration into the Company’s
business model of Interplan Health Group (“IHG”), with which HealthSmart became
affiliated in September 2007, adjust the administrative fees outlined in the
previous amendment, define and clarify the exclusivity and levels of cooperation
contemplated by the previous amendments, and extend the partnership between the
Company and HealthSmart and the duration of their Provider Service Agreement to
December 31, 2012. Under a strategic contracting plan that the
Amendment requires the parties to develop, the Company would be the exclusive
outsourced ancillary contracting and network management provider for
HealthSmart’s group health clients and any third party administrators
(TPAs).
As part of the Amendment, the Company
agreed to pay HealthSmart $1,000,000 for costs incurred in connection with the
integration of and access to the Company’s network by members of the IHG
network, including, but not limited to, costs associated with salaries,
benefits, and third party contracts. The Amendment specifies
that payment of such amount will be made within 90 days of December 31,
2008. The Company will continue to pay a service fee to HealthSmart
designed to reimburse and compensate HealthSmart for the work that it is
required to perform to support the Company’s program. The Amendment
provides for adjustments to such fee upon certain events.
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.