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): May 28, 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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o
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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 May 20, 2015, American CareSource Holdings, Inc. (the “Company”) announced the appointment of Norman B. Winland, age 54, as President and Chief Operating Officer.
Pursuant to Mr. Windland’s employment letter agreement (the “Employment Agreement”) with the Company, Mr. Winland has been employed on an at-will basis, and will receive an annual base salary of $225,000. Mr. Winland will also be eligible for a discretionary performance bonus, which in no event will be less than $25,000. In addition, Mr. Winland has been awarded an option to purchase one hundred thousand (100,000) shares of common stock. Such option will vest over five years as follows: 20% on May 20, 2016, and the remainder will vest in equal, monthly instalments over the 48 month period immediately thereafter. Mr. Winland 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 the Company’s personnel generally.
Prior to joining the Company, Mr. Winland spent over 15 years with Dallas-based, CareNow, where he served as Senior Vice President responsible for the comprehensive management of the company’s 18 urgent care centers. His duties included, among other things, management of center operations, oversight of site- and company-level marketing, site selection and development of de novo centers, IT management, new product and service line implementation, and general financial and revenue cycle oversight. He later served as Director of Urgent Care Operations for Tenet Healthcare Corporation, where he assisted in Tenet’s entry into the urgent care market. Mr. Winland served as Chief Operating Officer for PrimaCare Medical Centers, an 11-site urgent care company located in Dallas, Texas. As COO, Mr. Winland managed all operational aspects of the urgent care business and ultimately played an integral role in PrimaCare’s sale to NextCare Holdings, Inc. Most recently, Mr. Winland served as an executive consultant to the Company from May 4, 2015 to the effective date of his employment.
(e) Compensatory Arrangements of Certain Officers
On May 20, 2015, the Company and Norman B. Winland 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 May 28, 2015, the Company issued a press release announcing Mr. Winland’s appointment as President and Chief Operating 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 May 20, 2015, by and between Norman B. Winland and American CareSource Holdings, Inc.
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99.1
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Press release of the Company, dated May 28, 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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May 28, 2015
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By:
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/s/ Adam S. Winger
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Adam S. Winger
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General Counsel
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EX-10.1 – Employment Agreement Exhibit
May 20, 2015
Mr. Norman B. Winland
4404 Risinghill Drive
Plano, TX 75024
winland@americancaresource.com
Dear Norman:
We are very pleased to extend an offer of employment to you for the position of President and Chief Operating Officer of American CareSource Holdings, Inc., a Delaware corporation (the "Company"). Although your continued employment is subject to certain terms and conditions, your start date is May 20, 2015 ("Start Date").
Duties
In your capacity as President and Chief Operating Officer, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time. You will report directly to the Chief Executive Officer of the Company. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the Company's interests. Although you will not be required to relocate from your current place of residence in Plano, Texas, your principal place of employment will be at our headquarters in Atlanta, Georgia, subject to business travel as needed to properly fulfill your employment duties and responsibilities.
Compensation, Benefits and Expenses
In consideration of your services, you will be paid an initial base salary of $225,000 per year, subject to review from time to time for increase, but not decrease, payable in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law.
During your employment, you will be eligible to receive a discretionary annual bonus at such times and in such amounts, as determined by the Board, but in no event less than $25,000. Actual payments will be determined based on a combination of Company results and individual performance, which will be compared against performance goals established jointly by you and the Board. Any annual bonus with respect to a particular calendar year will be payable on the earlier of March 15 following the calendar year with respect to which the bonus was earned or on the next regularly-scheduled payroll date immediately following the issuance of the independent auditors report for such year. You must remain continuously employed through the bonus payment date to be eligible to receive an annual bonus payment for a particular year.
In connection with your employment, the Board has awarded you a one-time stock option to purchase 100,000 shares of the Company’s common stock. The award will be subject to the terms and conditions of the Company’s Amended and Restated 2009 Equity Incentive Plan and a Stock Option Award Agreement, which agreement is enclosed with this letter. The option will vest over a five-year period as follows: 20% on the anniversary of the date of this letter, and the remainder in equal, monthly instalments over the 48 months immediately following the anniversary date. The option is intended, to the extent possible, to be an Incentive Stock Option, although the Company makes no representation or guarantee that the option will qualify as such. To the extent a portion of the option is not eligible for treatment as an Incentive Stock Option, due to the fair market value limitation or otherwise, the ineligible portion shall be treated as a Non-Qualified Stock Option.
All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.
You will be eligible to participate in the employee benefit plans and programs generally available to the Company's executives, including group medical, dental, and other benefits subject to the terms and conditions of such plans and programs. Should you elect to participate in the Company’s health, dental and/or vision plans in effect from time to time, the Company will pay the entire premium related to such coverage for you and your spouse. You will be entitled to paid vacation in accordance with the Company's policies in effect from time to time. You will also be entitled to the fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.
You will be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in performing your duties and responsibilities, including the cost of travel for business and travel between the Company's office and your current place of residence in Plano, Texas. The Company also shall pay directly (or reimburse you) for lease costs, gasoline and other operating expenses and maintenance with respect to a vehicle made available for your use in Atlanta, Georgia. The Company shall also pay directly (or reimburse you) for costs necessary to procure and lease a corporate apartment in Atlanta, Georgia. For all incurred expenses, you will submit expense reports and receipts documenting the expenses incurred in accordance with Company policy.
At-Will Employment
Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.
Severance/Change in Control Severance
If your employment with the Company is involuntarily terminated for reasons other than Cause or a breach by you of the terms and conditions of this letter (including, but not limited to, a breach of any of the representations contained herein), subject to your execution, and non-revocation, of a release of claims in a form provided by the Company, the Company will pay you an amount equal to three (3) months’ salary, plus applicable benefit premiums, on the dates and in such amounts as if you were still employed.
If your employment with the Company terminates due to a Change of Control, subject to your execution, and non-revocation, of a release of claims in a form provided by the Company, the Company will pay you an amount equal to six (6) months’ salary on the dates and in such amounts as if you were still employed, and all of your unvested equity in the Company will immediately become vested in accordance with the terms of the applicable Award Agreement.
The term "Change of Control" means any of the following: (i) the acquisition by any individual, entity or affiliated group in one or a series of transactions (including, without limitation, issuance of shares by the Company or through merger of the Company with another entity) of record or beneficial ownership of 50% or more of the voting power of the Company; (ii) a sale of all or substantially all of the assets of the Company; or (iii) the Board, in its sole and absolute discretion, determines that there has been a sufficient change in the stock ownership of the Company to constitute a change in control of the Company. Notwithstanding the foregoing, the raising of any capital by the Company shall not constitute a "Change of Control."
Section 409A
This offer letter is intended to comply with Section 409A of the Internal Revenue Code ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this offer letter, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this offer letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this offer letter comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
Notwithstanding any other provision of this offer letter, if any payment or benefit provided to you in connection with termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and you are determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the "Specified Employee Payment Date") or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
Conditions and Representations
Your continued employment is contingent upon:
(a) Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date.
(b) Satisfactory completion of a background investigation and drug screen
(c) Your execution of the Company's enclosed Negative Covenant Agreement, attached to this letter as Exhibit A, the terms of which are hereby incorporated by reference.
Notwithstanding the severance provisions provided above, if any of the above conditions is not satisfied to the Company’s satisfaction within 45 days of the Start Date, your employment may be terminated without further consideration payable to you.
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.
This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Delaware, and venue and jurisdiction for any disputes hereunder shall be heard in any court of competent jurisdiction in Delaware for all purposes.
We are excited about you joining our team. If you have any questions about the above details, please call me immediately. If you are in agreement with the terms set forth in this letter, please sign below and return this letter to me.
Sincerely,
/s/ John Pappajohn
John Pappajohn, Acting CEO
Acceptance of Offer
I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.
Norman Winland
Signed /s/ Norman Winland
EXHIBIT 99.1
American CareSource Announces New Chief Operating Officer
Norman Winland Joins American CareSource as President and COO
ATLANTA, May 28, 2015 (GLOBE NEWSWIRE) -- American CareSource Holdings, Inc. (Nasdaq:ANCI), owner of urgent and primary care centers and a national network of ancillary health care providers, announced today the employment of its new President and Chief Operating Officer, Norman Winland.
Mr. Winland has over 23 years of experience growing and managing successful urgent care companies. He spent over 15 years with Dallas-based CareNow, where he served as Senior Vice President responsible for the comprehensive management of the company's 18 urgent care centers. His duties included, among other things, management of center operations, oversight of site- and company-level marketing, site selection and development of de novo centers, IT management, new product and service line implementation, and general financial and revenue cycle oversight. Mr. Winland was instrumental in CareNow's growth from 4 to 18 locations. He later served as Director of Urgent Care Operations for Tenet Healthcare Corporation, where he assisted in Tenet's entry into the urgent care market. Mr. Winland served as Chief Operating Officer for PrimaCare Medical Centers, an 11-site urgent care company located in Dallas, Texas. As COO, Mr. Winland managed all operational aspects of the urgent care business and ultimately played an integral role in PrimaCare's sale to NextCare Holdings, Inc.
Most recently, Mr. Winland has served as an executive consultant to American CareSource since May 4, 2015. "After only three weeks of consulting service, it was clear that Mr. Winland was the right candidate for the COO role," said John Pappajohn, the company's Chairman and acting Chief Executive Officer. "We are committed to developing a first-class urgent and primary care company, and we believe Mr. Winland will provide the operational insight and leadership we need to achieve our goals. We look forward to working with Mr. Winland as we continue to execute our aggressive growth strategy," said Mr. Pappajohn.
About American CareSource Holdings, Inc.
American CareSource Holdings, Inc. is the owner of a growing chain of ten urgent and primary care centers and an ancillary services network that provides ancillary healthcare services through its nationwide provider network.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Statements in this press release that are forward-looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the inclusion of such forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved. Words such as "expects," "believes," "anticipates," "intends," "should," "plans," and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements contained herein involve numerous risks and uncertainties, and there are a number of factors that could cause actual results or future events to differ materially, including, but not limited to, our ability to attract or maintain patients, clients or providers or achieve our financial objectives, changes in national healthcare policy, federal or state regulation, and/or rates of reimbursement, including without limitation to the impact of the Patient Protection and Affordable Care Act, Health Care and Educational Affordability Reconciliation Act and medical loss ratio regulations, general economic conditions (including economic downturns and increases in unemployment), the Company's ability to successfully implement our growth strategy for the urgent and primary care business, the Company's ability to identify and acquire target centers, increased competition in the urgent care and primary care market, the Company's ability to recruit and retain qualified physicians and other healthcare professionals, lower than anticipated demand for services, pricing, market acceptance or preference, changes in the business relationship with significant clients, term expirations of contracts with significant clients, the Company's inability to maintain a network of ancillary service providers that is adequate to generate significant claims volume, increased competition in the ancillary network business, the Company's inability to manage growth, implementation and performance difficulties, and other risk factors detailed from time to time in the Company's periodic filings with the Securities and Exchange Commission. Except as otherwise required by law, the Company undertakes no obligation to update or revise these forward-looking statements.
CONTACT: Investor Relations Contact:
Adam Winger, General Counsel and
Vice President of Acquisitions
awinger@americancaresource.com
(205) 250-8381
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