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): January 23, 2015
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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1170 Peachtree Street NE, Suite 2350 Atlanta, Georgia
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30309 |
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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 (404) 465-1000
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(Former Name or Former Address, if Changed Since Last Report)
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(Zip Code)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Certain Officers
On January 23, 2015, American CareSource Holdings, Inc. (the “Company”) announced the appointment of Anthony R. Levinson, age 57, as Chief Financial Officer. Mr. Levinson replaces Adam S. Winger, who has served as Interim Chief Financial Officer since December 31, 2014. Mr. Winger will continue serving as General Counsel and Vice President of Acquisitions.
Pursuant to Mr. Levinsons employment letter agreement with the Company (the Employment Agreement), Mr. Levinsons employment is on an at-will basis, and he will receive an annual base salary of $225,000. Mr. Levinson will also be eligible for an annual performance bonus of up to 20% of his base salary. In addition, Mr. Levinson has been awarded options to purchase seventy-five thousand (75,000) shares of common stock. Such options will vest ratably on annual basis over the five-year period beginning the date such options were approved by the Company’s Board of Directors. Mr. Levinson is also eligible to participate in all employee benefit plans from time to time in effect for either the Company’s other senior executive officers or to the Company’s personnel generally.
Prior to joining the Company, Mr. Levinson was a financial consultant assisting growth companies from March 2013 to December 2014. From 2005 to 2013, Mr. Levinson served as the Chief Financial Officer of Stratose, Inc. a healthcare cost containment company. From 1993 to 2005, Mr. Levinson served as the Chief Financial Officer and Chief Operating Officer of Automobile Protection Corporation, an administrator of vehicle service contracts and other automotive insurance products. Mr. Levinson started his career with PricewaterhouseCoopers where he spent 14 years working in the assurance and consulting practices. Mr. Levinson is a licensed Certified Public Accountant in the State of Georgia and holds Bachelor of Commerce and Accounting degrees from the University of the Witwatersrand, Johannesburg, South Africa.
(e) Compensatory Arrangements of Certain Officers
On January 12, 2015, the Company and Anthony R. Levinson entered into the Employment Agreement described above under Item 5.02(c) of this Current Report on Form 8-K. The description of the Employment Agreement set forth above in Item 5.02(c) is hereby incorporated herein by reference.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 7.01. Regulation FD Disclosure.
On January 23, 2015, the Company issued a press release announcing Mr. Levinson’s appointment as Chief Financial Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Employment Agreement, dated as of January 12, 2015, by and between Anthony R. Levinson and American CareSource Holdings, Inc.
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99.1
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Press release of the Registrant, dates January 23, 2015
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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:
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January 23, 2015
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By:
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/s/ Richard W. Turner
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Richard W. Turner
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Chief Executive Officer
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EXHIBIT 10.1
January 12, 2015
Mr. Anthony Levinson
7475 Crompton Court
Atlanta, GA 30350
Dear Anthony,
American CareSource Holdings, Inc. is pleased to offer you the position of Chief Financial Officer. In this position you will be reporting to Richard W. Turner, PhD, Chairman and Chief Executive Officer. We have explained the duties of this position to you and you have assured us that you can perform this job with or without violating any legal obligations you may owe to any prior employer, including restrictions regarding confidential information, competitive job activities, and employee and/or customer solicitation. The Company’s offer of employment is expressly conditioned on your assurances in this regard. Accordingly, we recommend you consult with independent legal counsel of your own choosing, at your own expense, to ensure you can legally fulfill these assurances.
American CareSource prohibits all employees from using trade secrets or other confidential information (verbal, written, electronic or otherwise) they may have acquired from prior employers in the course of performing their American CareSource job duties. The Company also prohibits employees from bringing any former employer’s confidential information or documents on to American CareSource property. You agree, in accepting this offer, that you have been advised of the Company prohibitions and agree to comply with them at all times during your American CareSource employment. You also understand and agree that, if at any point the Company determines that you have violated any of these requirements you may be immediately terminated with no entitlement to any further compensation or other financial benefits from the Company and the Company may seek any legal or equitable remedies it has available as a result of your acts or omissions.
The starting salary offered for this position is $225,000 annually, per the company’s normal schedule payroll process. You will also be eligible for a bonus of up to 20% of base salary dependent on your individual performance and company profitability.
Your official start date for employment with American CareSource is tentatively scheduled for January 27, 2015, or earlier by mutual agreement at our Atlanta office. This offer is not to be considered a contract guaranteeing employment for any specific duration. As an at-will employee, both you and the company have the right to terminate your employment at any time. This offer is contingent on the successful passing of a drug screen and background check.
As part of your compensation, you will be offered the opportunity to participate in the Company’s Stock Option Plan subject to plan guidelines and Board of Directors’ approval. We have targeted your initial participation at 75,000 options with a strike price set at the closing price on the day the Board of Directors approves the grant. This grant will vest over five years, with annual vesting on the anniversary of the options being approved by the Board.
On your first day of employment, American CareSource will provide additional information about the objectives, policies, benefit programs, general employment conditions and completion of employment and benefit forms. Your health and welfare benefits will be effective the first day of the month following your start date.
To fulfill federal identification requirements, please provide documents showing eligibility to work in the United States such as a passport, social security card, driver’s license or other documents.
We are pleased to have you join our organization as a member of what we feel is a company that offers each employee an opportunity for personal and professional development. If you have any questions, please do not hesitate to contact me at 404-465-1000. I look forward to working with you in the future and hope you will find your employment a rewarding experience.
Sincerely,
/s/Richard W. Turner, PhD
Richard W. Turner, PhD
Chairman and Chief Executive Officer
Please indicate your acceptance by your signature, and return this offer letter to me. Thank you.
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/s/Anthony Levinson
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January 12, 2015
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| Anthony Levinson |
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By signing this offer of employment, I acknowledge that I have not entered into any non-compete agreements that would prevent me from working for American CareSource Holdings, Inc.
EXHIBIT 99.1
American CareSource Announces Appointment of Chief Financial Officer
Mr. Anthony Levinson Has Joined American CareSource as CFO
ATLANTA, Jan. 23, 2015 (GLOBE NEWSWIRE) -- American CareSource Holdings, Inc. (Nasdaq:ANCI), operator of urgent care centers and a national network of ancillary health care providers, announced today the hiring of a new Chief Financial Officer, Anthony Levinson.
Mr. Levinson has over twenty years of financial executive experience, over half of which has been in the healthcare industry.
"We are delighted to welcome Mr. Levinson to our team. The strength of his finance and accounting background, coupled with his healthcare transactional experience, made him an excellent candidate for the CFO role," said Dr. Richard W. Turner, the company's Chairman and Chief Executive Officer.
Mr. Levinson replaces Adam S. Winger, who has served as Interim Chief Financial Officer since December 31, 2014. Mr. Winger will continue serving as General Counsel and Vice President of Acquisitions.
About American CareSource Holdings, Inc.:
American CareSource is the owner and operator of a growing chain of urgent care centers located in Georgia, Florida, Alabama and Virginia. American CareSource strives to improve access to quality medical care by offering extended hours and weekend service on a walk-in and appointment basis. The centers offer a broad range of medical services falling within the classification of urgent care, primary care, family practice and occupational medicine. The Company's centers will provide consumers with alternatives to address challenges created by limited access to care and rising health care costs. The Company also operates a national network of ancillary care providers that includes approximately 4,800 ancillary service providers and approximately 33,000 sites. For additional information, please visit www.americancaresource.com.
CONTACT: Investor Relations Contact:
Adam Winger, General Counsel and
Vice President of Acquisitions
awinger@americancaresource.com
(205) 250-8381
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