Attached files
file | filename |
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EX-2.1 - EX-2.1 - UNITED AMERICAN HEALTHCARE CORP | k49431exv2w1.htm |
EX-99.1 - EX-99.1 - UNITED AMERICAN HEALTHCARE CORP | k49431exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 12, 2010
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Michigan | 001-11638 | 38-2526913 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
300 River Place, Suite 4950, Detroit, Michigan | 48207 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code (313) 393-4571
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:
o | Written communications pursuant to Rule 425 under the Securities Act. | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 1.01 Entry into a Material Definitive Agreement.
On July 12, 2010, United American Healthcare Corporation (UAHC) entered into an Amendment to
Securities Purchase Agreement (the Amendment), with Chicago Venture Partners, L.P., Pulse Systems
Corporation, Demian Backs, Vince Barletta, Rodger Bell and Merrill Weber (collectively, the
Sellers). The Amendment amends that certain Securities Purchase Agreement, dated June 18, 2010
(the Agreement), by and among UAHC and the Sellers, as well as John M. Fife, as the Seller
Representative (as defined therein), Pulse Sellers, LLC, Pulse Holdings, LLC, and Pulse Systems,
LLC (Pulse Systems), which was entered into in connection with the June 18, 2010 acquisition of
Pulse Systems by UAHC. See UAHCs Current Report on Form 8-K filed June 24, 2010 for further
information regarding the acquisition. Under the Agreement, UAHC acquired all of the common units
and certain warrants to purchase common units of Pulse Systems.
The Agreement provides for the issuance of 1,608,040 shares of UAHC common stock (valued at
$1,600,000) (the Shares), subject to shareholder approval, to Sellers as payment of a portion of
the purchase price. Such shareholder approval was required as of the date of the Agreement under
UAHCs Amended and Restated Bylaws (the Bylaws) and the rules of the NASDAQ Stock Market.
However, in light of the amendment of the Bylaws by the Board of Directors,
effective July 7, 2010, and UAHCs move from the NASDAQ Stock Market to the OTCQB
Marketplace, effective July 12, 2010, such shareholder approval is no longer required to issue the
Shares. See UAHCs Current Report on Form 8-K filed July 8, 2010 for further information regarding
such events. Therefore, the Amendment provides that the issuance of the 1,608,040 Shares is
subject solely to Board approval.
On July 12, 2010, the Board approved the issuance of the 1,608,040 Shares to the Sellers effective
as of such date. In furtherance of the Agreement, 402,010 Shares from the issuance were placed
into escrow to secure any downward post-closing adjustment to the purchase price and any indemnity
claims.
The foregoing description of the Amendment is qualified in its entirety by the terms and conditions
of such agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Items 2.01 Completion of Acquisition or Disposition of Assets.
The information regarding the Amendment is set forth in Item 1.01 and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Amendment is set forth in Item 1.01 and is incorporated herein by
reference.
Item 8.01 Other Events.
On July 15, 2010, UAHC issued a press release announcing that UAHCs upcoming Annual Shareholder
Meeting has been rescheduled from Tuesday, June 29, 2010 to Thursday, September 30, 2010, and that
the record date for shareholders eligible to vote at the meeting is September 1, 2010. UAHC also
announced the revised advanced notice deadlines for proposals and director nominations by
shareholders for such Annual Meeting. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
2.1
|
Amendment to Securities Purchase Agreement, dated July 12, 2010, by and among UAHC, Chicago Venture Partners, L.P., Pulse Systems Corporation, Demian Backs, Vince Barletta, Rodger Bell and Merrill Weber. | |
99.1
|
Press Release, dated July 15, 2010, titled United American Healthcare Corporation Announces Change to Meeting Date for Annual Meeting of Shareholders. |
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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.
Date: July 16, 2010 | UNITED AMERICAN HEALTHCARE CORPORATION |
|||
By: | /s/ William L. Dennis | |||
Name: | William L. Dennis | |||
Title: | Chief Financial Officer and Treasurer |
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Exhibit Index
Exhibit No. | Description | |
2.1
|
Amendment to Securities Purchase Agreement, dated July 12, 2010, by and among UAHC, Chicago Venture Partners, L.P., Pulse Systems Corporation, Demian Backs, Vince Barletta, Rodger Bell and Merrill Weber. | |
99.1
|
Press Release, dated July 15, 2010, titled United American Healthcare Corporation Announces Change to Meeting Date for Annual Meeting of Shareholders. |
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