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 report): January 25, 2006
AMS HEALTH SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
OKLAHOMA 001-13343 73-1323256
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
711 NE 39th Street, Oklahoma City, OK 73105
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-0131
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
Information to be Included in the Report
ITEM 5.02. Appointment of Principal Officer.
On January 25, 2006, the Board of Directors of AMS Health Sciences, Inc.
appointed Jerry W. Grizzle, 52, as President of the Company. Mr. Grizzle has
served as President/CEO of Orbit Finer Foods, Skolniks, and, most recently, CD
Warehouse. Mr. Grizzle resigned from CD Warehouse on October 31, 2001 to resume
active duty after the September 11, 2001 attacks. From that time through his
retirement from the military in 2005, Mr. Grizzle served as the Commander of
Joint Task Force Civil Support.
The Company and Mr. Grizzle have not yet finalized a definitive Employment
Agreement but have agreed to certain of the material terms of Mr. Grizzle's
employment. Mr. Grizzle will serve as the President of the Company for an
initial term of two years, followed by two successive one-year terms unless
either party elects not to renew the Agreement. Mr. Grizzle's base salary is
$200,000 per year. Mr. Grizzle's base salary will be paid $150,000 for the first
year and $250,000 for the second year of this initial term. Additionally, Mr.
Grizzle will be eligible to receive certain performance-based incentive bonuses.
The Company and Mr. Grizzle are still negotiating the vesting terms of any stock
options he would receive in connection with his employment with the Company. In
the event the Company terminates Mr. Grizzle without cause, he will receive
certain severance pay based upon his length of employment with the Company.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated January 30, 2006
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AMS HEALTH SCIENCES, INC.
/s/ John W. Hail
By: John W. Hail
Chief Executive Officer
Date: January 31, 2006
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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99.1 Press release dated January 30, 2006 Filed herewith electronically