Form 8-K Nobilis Health Corp. For: Jan 24
UNITED STATES |
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
Date of Report (Date of earliest event reported) January 17, 2019
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Officer
On January 17, 2019, Nobilis Health Corp. (the “Company”) announced Brandon Moreno, who had been the Senior Vice President of Finance of the Company was appointed by the Board of Directors (the “Board”) as the Company’s new Chief Financial Officer. Mr. Moreno, age 33, brings to the Chief Financial Officer role substantial leadership and over 11 years of healthcare financial and accounting experience. Mr. Moreno joined the Company in September of 2014, serving as Associate Vice President of Finance. Mr. Moreno was promoted to Senior Vice President of Finance in January of 2016. Prior to joining the Company, Mr. Moreno served as Director of Finance for University General Hospital Systems. Mr. Moreno earned a bachelor’s degree in Finance and Accounting from New York University. He received a master’s degree in Business Administration from the University of Texas at San Antonio.
In connection with his appointment, the Company, Northstar Healthcare Acquisitions, LLC (“NHA”), and Mr. Moreno entered into a written employment agreement (the “Employment Agreement”) for an initial two-year term. NHA is an indirect subsidiary of the Company. The Employment Agreement provides for the following compensation terms for Mr. Moreno. Pursuant to the Employment Agreement, Mr. Moreno will receive a base salary of $300,000 annually. Mr. Moreno is eligible to receive an annual, discretionary bonus equal to 40% 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. The Board of the Company on January 17, 2019, also authorized the grant of 150,000 stock options to Mr. Moreno vesting in equal annual installments, based on his Commencement Date, over three years with a ten-year expiration. Mr. Moreno 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. Moreno for Good Reason or for Just Cause (each defined in the Employment Agreement), he would be entitled to (1) any unpaid expense reimbursements accrued prior to the Termination Date and (2) a payment equal to the greater of (A) his monthly Base Salary for 6 months or (B) the remainder of his Base Salary payable under the then current Employment Period. NHA is to make the payment under number 2 above in accordance with NHA’s standard payroll practices.
Mr. Moreno’s receipt of the payments outlined in number 2 above is contingent upon execution of a full release of any and all claims Mr. Moreno 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. Moreno 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 6 months following his termination, except if Mr. Moreno terminates the Employment Agreement for Just Cause, Mr. Moreno has agreed not to provide the duties described in Section 1 of the Employment Agreement to any Competing Business in Texas and Arizona.
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. Moreno 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.
Resignation of Officer
On January 17, 2019, Mr. Kenneth Klein stepped down as the Company’s Interim Chief Financial Officer.
The press release issued by the Company on January 17, 2019, announcing the matters described above, is filed as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) 99.1 Press Release dated January 17, 2019
INDEX TO EXHIBITS
Exhibit | ||
Number | Description of Exhibit | |
10.1 | ||
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/ James Springfield | |
James Springfield | |
Chief Executive Officer | |
Date: January 24, 2019 | |
Nobilis Health Announces New CFO HOUSTON, January 17, 2019 /PRNewswire/ -- Nobilis Health Corp. (NYSE American: HLTH) ("Nobilis" or the "Company") announced today it has named current SVP of Finance, Brandon Moreno, as the Company’s CFO, effective immediately. “Even though I’ve only been CEO a short time, I have been working with Nobilis and interacting directly with Brandon for several months. I have been extremely impressed with Brandon’s capabilities and knowledge of the industry. He is highly respected by the management team and has been instrumental in maintaining the morale of the finance and accounting staff during this difficult time. Brandon is the right person to lead the finance team and I’m excited to be working with him as we continue the Company’s migration to become a predominantly In-Network provider,” said James Springfield, CEO. Mr. Moreno has 11 years of healthcare financial management experience across the Texas market. He has been with Nobilis for over 4 years, assisting with the Company’s progression within the finance, accounting and revenue cycle departments. Mr. Moreno received a Bachelor’s degree in Finance and Accounting from New York University. He earned a Master’s degree in Business Administration from the University of Texas at San Antonio. About Nobilis Health Corp. Nobilis Health (www.NobilisHealth.com) is a full-service healthcare development and management company, with more than 30 locations across Texas and Arizona, including hospitals, ambulatory surgery centers, and multi-specialty clinics. In addition, Nobilis Health partners with more than 30 facilities across the country. Marketing nine independent brands, Nobilis Health deploys a unique patient acquisition strategy driven by proprietary, direct-to- consumer marketing technology, focusing on a specified set of procedures that are performed at its facilities by local physicians. Nobilis Health's business model connects patients with physicians and delivers the highest quality healthcare. Forward-Looking Statements This press release contains certain forward-looking statements within the meaning of Canadian and United States securities laws, including the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan" or "continue." These forward-looking statements are based on current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from those anticipated, include, but are not limited to our ability to successfully
maintain effective internal controls over financial reporting; our ability to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the risk of litigation and investigations, and liability claims for damages and other expenses not covered by insurance; the risk that payments from third-party payers, including government healthcare programs, may decrease or not increase as costs increase; adverse developments affecting the medical practices of our physician limited partners; our ability to maintain favorable relations with our physician limited partners; our ability to grow revenues by increasing case and procedure volume while maintaining profitability at the Nobilis facilities; failure to timely or accurately bill for services; our ability to compete for physician partners, patients and strategic relationships; the risk of changes in patient volume and patient mix; the risk that laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; the risk that contracts are cancelled or not renewed or that we are not able to enter into additional contracts under terms that are acceptable to us; and the risk of potential decreases in our reimbursement rates. The foregoing are significant factors we think could cause our actual results to differ materially from expected results. However, there could be additional factors besides those listed herein that also could affect us in an adverse manner. We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to a mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing factors and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on March 12, 2018, as updated by other filings with the Securities and Exchange Commission. Contact Information: Marty Spake Vice President, Corporate Development (281) 506-9794 [email protected]