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): June
9, 2008
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-18718
|
75-2242792
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
12121
Wilshire Blvd., Suite 350, Los Angeles, California 90025
(Address
of principal executive offices) (Zip Code)
(310)
923-9990
(Registrant's
telephone number, including area code)
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 (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01. Regulation
FD Disclosure
On
June
9, 2009, the arbitrator in the arbitration proceeding between our wholly-owed
subsidiary, Xcorporeal Operations, Inc. (Operations), and National Quality
Care,
Inc. (National) issued an Interim Award tentatively denying National’s claims
against Operations and two of our directors for fraud, recission, reformation,
fraudulent concealment, breach of fiduciary duty, Labor Code violations, unjust
enrichment, conversion, intentional interference with prospective economic
advantage, intentional interference with contractual relations, unfair business
practices, common law unfair competition, misappropriation of trade secrets,
and
conspiracy, and denying Operations’ and its director’s claims against National
for breach of the License Agreement, Merger Agreement and intentional
interference with contract and prospective business advantage, and finding
National was entitled to attorney’s fees and costs. Subject to satisfaction of
any yet-unfulfilled conditions to Closing, a determination of how many shares
National should receive, and which entity those shares should come from, the
arbitrator granted specific performance of the Technology Transaction set forth
in the Merger Agreement dated September 1, 2006. The arbitrator set a conference
for June 25, 2008, to discuss the appropriate nature and sequence of further
proceedings. We
are
studying the implications of the ruling and its possible
effects.
Unless
otherwise required by law, we disclaim any obligation to release publicly any
updates or any changes in its expectations or any change in events, conditions,
or circumstances on which any forward-looking statements are based.
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.
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XCORPOREAL,
INC.
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|
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|
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Date:
June
9,
2008
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By:
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/s/ ROBERT
WEINSTEIN
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Robert
Weinstein
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Chief
Financial Officer
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