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): February 25, 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 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 February 20, 2015, American CareSource Holdings, Inc. (the “Company”) appointed Robert Frye, age 62, as Controller and Principal Accounting Officer. Mr. Frye replaces Dale Spencer, who has served as Interim Principal Accounting Officer since December 31, 2014. Mr. Spencer will continue serving as Vice President of Revenue Cycle Management.
Pursuant to Mr. Frye’s employment letter agreement with the Company (the “Employment Agreement”), Mr. Frye’s employment is on an at-will basis, and Mr. Frye will receive an annual base salary of $130,000. In addition, Mr. Frye has been recommended to receive options to purchase 8,500 shares of the Company’s common stock under the Company’s 2009 Equity Incentive Plan. If approved by the Company’s compensation committee, such options will vest ratably on annual basis over the five-year period beginning the date the compensation committee approves the award. Mr. Frye is also eligible to participate in all employee benefit plans from time to time in effect for the Company’s personnel generally.
Prior to joining the Company, Mr. Frye was a finance and accounting consultant assisting various companies from September 2010 to February 2015. During that time, from February 2012 to February 2013, Mr. Frye also served as Corporate Controller for Rubicon Global Holdings, a waste brokerage company. From January 2010 to August 2010, Mr. Frye served as Chief Financial Officer for American Shingle, a re-roofing business. From June 2006 to February 2009, Mr. Frye served as Corporate Controller for MedAvant Healthcare Solutions, a healthcare insurance claims clearing house and cost containment business. Mr. Frye is a licensed Certified Public Accountant in the State of Washington and holds a Bachelor of Science degree in Accounting from Indiana University, Bloomington, Indiana.
(e) Compensatory Arrangements of Certain Officers
On February 20, 2015, the Company and Robert Frye 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Employment Agreement, dated as of February 20, 2015, by and between Robert Frye and American CareSource Holdings, Inc.
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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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February 25, 2015
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By:
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/s/ Anthony Levinson
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Anthony Levinson
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Chief Financial Officer
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EX-10.1 2 – Employment Agreement Exhibit
February 20, 2015
Bob Frye, CPA
Atlanta, GA
Dear Bob,
On behalf of ACSH, I am pleased to present this offer of employment as Controller, reporting directly to the Anthony Levinson, CFO. This is a full-time exempt position, and you will be compensated with an annual salary of $130,000 less applicable legal deductions, payable in accordance with the regular payroll practices of the Company. Thereafter, annual performance and compensation reviews will take place in accordance with Company policy. This offer is contingent upon successful results of your pre-employment drug screening and satisfactory reference check and background investigation. Your first day of employment will be by mutual agreement between you and Anthony Levinson.
As a full-time employee, you are eligible to participate in the Company’s benefits program as described in the new employee package. You will also earn paid time off (PTO) as described in the employee handbook. Further, you shall be entitled to such 401K plan and other retirement plan participation as are made available to the Company’s personnel generally, as in effect by the Company from time to time. You will additionally, be provided a transportation allowance of $45 per month to offset your parking and/or commuting transportation expenses and $125 per month as a cellular telephone allowance.
As Controller, you will be recommended to participate in the Company’s Stock Option Plan (the “Stock Option Plan”) in the amount equal to 8,500 shares (the “Option Shares”) of common stock, one cent par value, of the Company (the “Common Stock”). The Company may grant to you from time to time additional Option Shares at a stated exercise price per share which will vest in equal annual installments over a period of five years, with the first 20% of such options to vest on the anniversary of the Commencement Date unless otherwise specified in the applicable option grant agreement. Your participation in the Stock Option Plan and level of award is subject to approval by the Company’s Board of Directors or committee thereof. Additionally, you will be considered for participation in the Company’s bonus compensation plan as in effect from time to time. The actual amount of bonus award shall be determined by the Company’s Board of Directors or committee thereof and will be based upon the Board’s discretion and assessment of your performance, and that of the Company, against goals established annually by the Chairman. Any bonus or incentive compensation paid to you shall be in addition to your annual base salary and will be subject to any applicable legal deductions in accordance with regular practices of the Company.
Included with this letter is the American CareSource Holdings (ACSH) new employee package which contains the necessary employment forms for your completion and signature. Our benefit information and enrollment forms will also be included. Please sign this offer of employment and complete the included application form as soon as possible and return it to me so we may initiate the background screening process. A scanned copy is acceptable.
The Employee Handbook and the Business Conduct Code outlines our current employment policies and benefits, including health insurance. They also describe your responsibilities to ACSH as an employee. All employees are required to read the Handbook and the Business Conduct Code for familiarization with American CareSource Holdings’ policies, as well as to sign an acknowledgement that they have reviewed each of these documents.
This letter is not meant to constitute a contract of employment for a specific term. Employment with the Company is “at will,” which means that both you and the Company will retain the right to terminate your employment at any time, with or without notice or cause.
The Immigration Reform and Control Act requires employers to verify the employment eligibility and identity of new employees. Enclosed in the new employee package is a copy of Form I-9 which you will be required to complete. Please bring the appropriate documents listed on this form with you when you report for work. We will not be able to employ you if you fail to comply with this requirement.
In accepting this offer, you give us assurance that you have not relied on any agreements or representations, express or implied, with respect to your employment that are not set for expressly in this letter and that you have not entered into any non-compete agreements that would prevent you from working for American Caresource Holdings.
Please indicate your acceptance by your signature, and return this offer letter to me. Thank you.
Kindest personal regards,
/s/ Armando Nunez
Armando Nunez
Vice President, Human Resources
I accept your offer of employment and acknowledge receiving a copy of the current Employee Handbook and Business Conduct Code. I also acknowledge that the information contained therein is confidential, and I agree not to relinquish this information to other parties. Violation of this clause shall, without any further action by American CareSource Holdings, Inc. result in either immediate revocation of this offer of employment or termination of my employment.
/s/ Robert Frye February 20, 2015
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Signature Date
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