Unassociated Document
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): October
2,
2008
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33874
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 2, 2008, Kelly J. McCrann was unanimously appointed Chairman of the
Board of Directors and Chief Executive Officer.
Mr.
McCrann has served as a member of our board of directors since October 2007.
He
is a senior healthcare executive with extensive experience in board governance,
strategic leadership, profit and loss management and strategic transactions.
Mr.
McCrann was most recently Senior Vice President of DaVita Inc., where he was
responsible for all home based renal replacement therapies for the United
States’ second largest kidney dialysis provider. Prior to that, he was the Chief
Executive Officer and President of PacifiCare Dental and Vision, Inc. Mr.
McCrann has held positions of increasing responsibility at Professional Dental
Associates, Inc., Coram Healthcare Corporation, HMSS, Inc. and American Medical
International. He is a graduate of the Harvard Business School and began his
career as a consultant for KPMG and McKinsey & Company.
On
October 6, 2008, we entered into an Employment Agreement with Mr. McCrann for
a
term of two years at an initial annual base salary is $325,000. He is eligible
to receive discretionary bonuses based on achieving designated individual goals
and milestones, and overall performance and profitability. Additionally, Mr.
McCrann was granted 700,000 stock options at an exercise price of $1.50 per
share under our Incentive Compensation Plan, which vest 25% on each of the
first, second, third and fourth anniversaries of the grant date, with
anti-dilution protections. He will be included in our medical, dental,
disability and life insurance, pension and retirement plans and other benefit
plans or programs. If he is terminated without good cause or resigns for good
reason, as defined in the Employment Agreement, we will be obligated to pay
Mr.
McCrann twelve month’s base salary.
Mr.
McCrann resigned from our Audit Committee and Compensation Committee, and Dr.
Hans Polaschegg was appointed to the Compensation Committee.
There
are
no family relationships between Mr. McCrann and any of our directors or
executive officers, and other than in his capacity as a director he has not
had
a material interest in any of our transactions since the beginning of our last
fiscal year.
On
October 6, 2008, Daniel Goldberger resigned as interim CEO, and on October
7,
2008 resigned as a member of our board of directors. Mr. Goldberger will
continue to serve as Chairman of the Board of our operational subsidiary, a
consultant to the company, and Chairman of our Board of Advisors.
On
October 7, 2008, Dr. Victor Gura resigned as a member of our board of directors.
He will continue to serve as our Chief Medical and Scientific Officer, and
will
also serve as a member of our Board of Advisors.
Item
7.01
Regulation FD Disclosure.
On
October 8, 2008, we issued a press release announcing the appointment of
Mr. McCrann as Chairman and CEO, a copy of which is furnished as Exhibit 99.1
hereto
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| 10.1 |
Employment
Agreement of Kelly J. McCrann dated October 6,
2008
|
| 99.1 |
Press
release dated October 8, 2008
|
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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| Date: October
8, 2008 |
By: |
/s/ ROBERT
WEINSTEIN |
| |
Robert
Weinstein
Chief
Financial Officer
|