United
States
Securities
and Exchange Commission
Washington,
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): March 24, 2010
AMERICAN
CARESOURCE HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-33094
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20-0428568
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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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5429
Lyndon B. Johnson Freeway, Suite 850, Dallas, Texas
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75240
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
308-6830
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(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 (see General Instruction A.2.)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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On March 24, 2010, American CareSource
Holdings, Inc. (the “Registrant”) issued a press release announcing its earnings
for the quarter ended December 31, 2009. A copy of the press release
is attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Item and in the exhibit attached to this Current Report on Form 8-K, is
furnished under Item 2.02 - “Results of Operations and Financial
Condition.” The information presented in this Item, including the
exhibit attached to this Current Report on Form 8-K, shall not be deemed to be
“filed” for any purpose, including for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section, and shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such a
filing.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 24, 2010, Kenneth S.
George was named Chairman of the Company's Board of Directors (the “Board”),
replacing David George, who resigned from the Board, both effective March 24,
2010. Kenneth S. George has served on the Board since January 2004.
In connection with his appointment, Kenneth S. George was granted options to
purchase 100,000 shares of the Company’s common stock, with an exercise price of
$1.83, the closing price of the Company’s common stock on The NASDAQ Capital
Market on March 24, 2010. The options were granted under the
Company's 2009 Equity Incentive Plan and vest in equal annual increments over
five years.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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No.
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Description
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99.1
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Press
release, dated March 24, 2010, issued by American CareSource Holdings,
Inc.
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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.
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AMERICAN
CARESOURCE HOLDINGS, INC.
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Date:
March 25, 2010
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By:
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/s/
Matthew D. Thompson
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Matthew
D. Thompson
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Vice
President of Finance and Interim Chief Financial
Officer
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