Form 8-K/A Nobilis Health Corp. For: Dec 27
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 27, 2018
NOBILIS HEALTH CORP.
(Exact name of registrant as specified in its charter)
British Columbia | 001-37349 | 98-1188172 |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
incorporation) | Number) | |
11700 Katy Freeway, Suite 300, Houston, Texas | 77079 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (281) 925-0950
N/A
(Former name or former address, if changed since last report.)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Form 8-K/A amends the Form 8-K filed by Nobilis Health Corp. (the “Company”) with the U.S. Securities and Exchange Commission on December 27, 2018 (the “Original 8-K”) to provide a description of employment agreement between the Company, James Springfield, and NorthStar Healthcare Acquisitions, LLC (“NHA”), in connection with Mr. Springfield’s appointment as the Company’s Chief Executive Officer. NHA is an indirect subsidiary of the Company.
The disclosure contained in Item 5.02 remains unchanged and the information contained under Item 9.01 of the Original 8-K remains unchanged.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 27, 2018, the Company announced James Springfield its new Chief Executive Officer. Mr. Springfield began serving as the Company’s Chief Executive Officer on January 1, 2019. Mr. Springfield, age 55, brings to the chief executive officer role substantial leadership experience with several of the country’s largest healthcare providers and payors. Mr. Springfield joins the Company from JGS Advisory Services, LLC, where he served as President and Chief Executive Officer beginning in 2008. JGS Advisory Services, LLC is a healthcare consulting firm focused on strategic financial and operational management for healthcare providers. Before that, he served as the President and Chief Executive Officer of Valley Baptist Health System from 2003 to 2008. Under Mr. Springfield’s leadership, Valley Baptist revenues grew from $800 million to $1.7 billion. Earlier in his career, Mr. Springfield held various leadership roles with Memorial Hermann Healthcare System, including serving as the Chief Executive Officer of Children’s Memorial Hermann Hospital and Chief Operating Officer of Memorial Hermann Hospital. Mr. Springfield earned a bachelor’s degree in Business Administration from Baylor University. He received a master’s degree in Healthcare Administration from the University of Houston-Clear Lake.
In connection with his appointment, the Company and Mr. Springfield entered into a written employment agreement (the “Employment Agreement”) for an initial two-year term, which provides for the following compensation terms for Mr. Springfield. Pursuant to the Employment Agreement, for the first year of the term, Mr. Springfield will receive a base salary of $500,000 annually. For the second year of the term, Mr. Springfield will receive a base salary of $550,000 annually. Mr. Springfield is eligible to receive an annual, discretionary bonus equal to 90% of his base salary upon the achievement of individual and corporate performance objectives as determined in good faith by the Compensation, Nominating, and Corporate Governance Committee of the Company’s Board. Subject to the approval by the Company’s Board, Mr. Springfield may also receive a grant of 250,000 stock options vesting in equal annual installments, based on his anniversary date, over three years with a ten-year expiration. Mr. Springfield is eligible to participate in NHA’s employee benefit plans on the same basis as generally made available to other executives of NHA.
In addition, the Employment Agreement provides for certain payments and benefits in the event of termination of his employment under specific circumstances including, but not limited to, a change of control event. If during the term of the Employment Agreement, his employment is terminated by NHA other than for Cause, death, Disability or upon Change of Control or by Mr. Springfield for Good reason or Just Cause (each defined in the Employment Agreement), he would be entitled to (1) any unpaid expense reimbursements accrued prior to the Termination Date, (2) continuation of coverage of COBRA benefits for 12 months following termination, and (3) a payment equal to the greater of (A) his monthly Base Salary for 12 months or (B) the remainder of his Base Salary payable under the then current Employment Period. NHA is to make the payment under number 3 above in accordance with NHA’s standard payroll practices.
Mr. Springfield’s receipt of the payments outlined in number 3 above is contingent upon execution of a full release of any and all claims Mr. Springfield may have against NHA, its parents, subsidiaries and affiliates and each of their respective directors, officers, employees and agents, and compliance with the restrictive covenants described in the following paragraph.
Pursuant to the Employment Agreement, Mr. Springfield has agreed to customary restrictions concerning the disclosure and use of the Company’s confidential information and has agreed that all work product or inventions developed or conceived by him while employed with NHA relating to any activities of NHA is the property of NHA. Also, during the term of his employment and for the 12 months following his termination, except if Mr. Springfield terminates the Employment Agreement for Just Cause, Mr. Springfield has agreed not to provide the duties described in Section 1 of the Employment Agreement to any Competing Business.
Harry Fleming will continue to serve as Executive Chairman of the Company’s Board. His new responsibilities as a Nobilis executive are being negotiated and will be announced when they are finalized.
The preceding description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Unless otherwise defined herein, all capitalized terms written under Item 5.02 have the same meaning as in the Employment Agreement.
There are no family relationships between Mr. Springfield and any director or officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) 99.1 Employment Agreement dated January 1, 2019.
INDEX TO EXHIBITS
Exhibit | ||
Number | Description of Exhibit | |
99.1 | ||
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.
NOBILIS HEALTH CORP. | |
/s/ Kenneth J. Klein | |
Kenneth J. Klein | |
Chief Financial Officer | |
Date: January 7, 2019 | |
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") effective as of the 1st day of January, 2019 (the "Effective Date") is made and entered into by and between Nobilis Health Corp., a corporation incorporated under the laws of British Columbia ("NHC'), Northstar Healthcare Acquisitions, LLC, a Texas limited liability company (the "Company"), and James Springfield (the "Executive). RECITALS WHEREAS, the Executive has valuable knowledge and skills that are important to the success of the Company; WHEREAS, the Company desires to employ the Executive to lead the Company; WHEREAS, the Executive desires to be so employed by the Company on the terms and conditions set forth in this Agreement; WHEREAS, the Company is an indirect subsidiary of the NHC; and WHEREAS, NHC wishes for the Executive to serve as an executive of NHC upon the terms and conditions hereinafter set forth, and the Executive is willing and able to serve is such capacit),: on such terms and c�nditions. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. Position and Duties. The Executive shall start his employment with NHC and the Company as of January 1, 2019 ("Commencement Date"). The Executive shall serve as the Chief Executive Officer and shall report to the Chairman of the Company's Board of Directors. During the Employment Period (as defined below) the Executive shall have such duties, responsibilities and authority consistent with his position and as assigned by the Board of Directors of the Company and/or the NHC Board (individually or collectively, "Board''). The Executive further agrees to use his best effortsto promote the interests of the Company and to devote his fullbusiness time and energies to the business and affairs of the Company. The Executive shall work primarily from the Company's corporate headquarters in Houston, Texas, but shall be required to travel from time to time as business necessity requires. 2. Term. Unless earlier terminated as provided herein, the Company agrees to employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions as set forth in this Agreement for the period beginning on the Effective Date and ending on the second (2nd) anniversary of the Effective Date; provided that, at the end of such
destroy all such materials and property as and when requested by the Interested Party. In any event, the Executive will return all such materials and property immediately upon termination of the Executive's employment for any reason. The Executive will not retain any such material or property or any copies thereof after the termination of his employment. (d) Non-Competition. From the Effective Date through the twelve (12) month anniversary of the Termination Date, unless the reason for termination is anything except as described in Section (g), Termination by Executive for Just Cause (the "Restricted Period''), the Executive will not provide the duties described in Section 1, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, prepare to engage, participate, assist or invest in any Competing Business in Texas and Arizona. Notwithstanding the foregoing, the Executive may own up to 5% of the outstanding stock of a publicly held corporation which constitutes or is affiliatedwith a Competing Business; provided, however, that, such stock was acquired by the Executive via an open market purchase and not in connection with the Executive's employment by, affiliation with or participation in the management, operation or control of such entity. In the event Executive terminates the Agreement forany reason other than Just Cause pursuant to Section 4(g), Executive shall have the opportunity to pay Company one-half (1/2) of his Severance in order to buy out the non-competition covenant in this Section 8(d) ("Buy Out"). The parties agree that a Buyout invalidates the Restricted Period and makes it null and void. (e) Non-Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive shall use .. his best efforts to ensure that such business does not take any of the following actions: (i) persuade or attempt to persuade any Client, Prospective Client, Supplier, or Distributor to cease doing business with an Interested Party, or to reduce the amount of business it does with an Interested Party; (ii) solicit or service for himself or for any Person the business of a Client, Prospective Client, Supplier, or Distributor in order to provide goods or services that are competitive with the goods and services provided by an Interested Party; (iii) engage, sell to or conduct business with, or attempt to engage, sell to or conduct business with, any Client, Prospective Client, Supplier, or Distributor for purposes of competing with the Company Business; (iv) persuade or attempt to persuade any Service Provider to cease providing services to an Interested Party; or (v) solicit for hire or hire for himself or for any third party any Service Provider. (f) The following definitions are applicable to this Section 8. 9
IN WITNESS WHEREOF, the partieshave executed this Agreementeffective on the EffectiveDate. NORTHSTAR HEALTHCARE ACQUISITIONS, LLC . ) .- I), B y: ,, -------- Name: \-t�;�tf Title: r:CtJ--- v'l)' NOBILIS HEALTH CORP. -----=- By: _,,.- - Name: it� f.LaW/V?i Title: CHA.l�J\-N JAMES SPRINGFIELD 16
