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Share Name | Share Symbol | Market | Type |
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21st Century Oncology Holdings, Inc. | NYSE:ICC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
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): December 15, 2015
21st CENTURY ONCOLOGY
HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-170812 |
|
26-1747745 |
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
2270 Colonial Boulevard |
|
33907 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(239) 931-7275
(Registrants Telephone Number, including Area Code)
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 (see General Instruction A.2. below):
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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 15, 2015, the Board of Directors (the Board) of 21st Century Oncology Holdings, Inc. (the Company) increased the size of the Board from seven to eight members and appointed Robert W. Miller as a member of the Board, effective immediately. The Board also appointed Mr. Miller as the Chairperson of its Compliance and Quality Committee.
Mr. Miller, age 74, was a partner in the law firm of King & Spalding from 1985 until his retirement in 1997. In addition, Mr. Miller has served on the board of directors of SunCrest Healthcare, an operator of home health agencies, since 2013. Mr. Miller previously served as a director of QuadraMed Corporation, from 2003 to 2010, where he was a member of the Audit Committee and the Chairman of the Compensation Committee, and as a director of Sonic Innovation, from 2006 to 2010, where he was a member of the Audit Committee and chairman of the Nominating and Governance Committee. Mr. Miller served on the Nonprofit Board of Directors of Grady Memorial Hospital in Atlanta, Georgia, where he served as Chairperson of its Audit Committee, from 2008 to 2014. In addition, he has served as an Adjunct Professor of Law at Emory University School of Law and Editor-in-Chief of the Journal of Health and Life Sciences Law. Mr. Miller has a B.A. from the University of Georgia and an LL.B. from Yale Law School.
On December 21, 2015, Mr. Miller entered into an incentive unit grant agreement (Incentive Agreement) with 21st Century Oncology Investments, LLC (21CI), the sole stockholder of the Company. Pursuant to the Incentive Agreement, Mr. Miller will receive 20,000 Class E Units of 21CI, which vest equally over five years. Under certain conditions, 21CI has the right to repurchase all or a portion of any vested Class E Units. In addition, on December 21, 2015, Mr. Miller and the Company entered into a bonus agreement which provides that upon a sale of the Company, Mr. Miller will receive a cash bonus equal to 0.12% of the equity value of the Company upon such sale, not to exceed $252,600.
On December 21, 2015, the Company issued a press release announcing the appointment of Mr. Miller to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
|
Description |
99.1 |
|
Press Release issued by the Company on December 21, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
21st CENTURY ONCOLOGY HOLDINGS, INC. | ||
|
| ||
|
|
| |
Date: December 21, 2015 |
By: |
/s/ LeAnne M. Stewart | |
|
|
Name: |
LeAnne M. Stewart |
|
|
Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
|
Description |
99.1 |
|
Press Release issued by the Company on December 21, 2015. |
Exhibit 99.1
21ST CENTURY ONCOLOGY HOLDINGS, INC.
21st Century Oncology Contact: LeAnne M. Stewart Chief Financial Officer 239-931-7281 leanne.stewart@21co.com
|
Investor Contact: The Ruth Group Nick Laudico 646-536-7030 nlaudico@theruthgroup.com
Brandon Vazquez 646-536-7032 bvazquez@theruthgroup.com |
21st Century Oncology Appoints Robert W. Miller to Board of Directors
FORT MYERS, FL, December 21, 2015 21st Century Oncology Holdings, Inc. (the Company), the largest global, physician led provider of integrated cancer care services, announced that on December 15, 2015, the Board of Directors (the Board) increased the size of the Board from seven to eight members and appointed Robert W. Miller as an independent member of the Board, effective immediately. The Board also appointed Mr. Miller as the Chairperson of its Compliance and Quality Committee.
Dr. Daniel Dosoretz, Founder, President and Chief Executive Officer, commented, We are pleased to add Mr. Miller to our Board of Directors. His extensive expertise in governance, compliance and audit will be an important asset to our current board.
Mr. Miller, age 74, was a partner in the law firm of King & Spalding from 1985 until his retirement in 1997. In addition, Mr. Miller has served on the board of directors of SunCrest Healthcare, an operator of home health agencies, since 2013. Mr. Miller previously served as a director of QuadraMed Corporation, from 2003 to 2010, where he was a member of the Audit Committee and the Chairman of the Compensation Committee, and as a director of Sonic Innovation, from 2006 to 2010, where he was a member of the Audit Committee and chairman of the Nominating and Governance Committee. Mr. Miller served on the Nonprofit Board of Directors of Grady Memorial Hospital in Atlanta, Georgia, where he served as Chairperson of its Audit Committee, from 2008 to 2014. In addition, he has served as an Adjunct Professor of Law at Emory University School of Law and Editor-in-Chief of the Journal of Health and Life Sciences Law. Mr. Miller has a B.A. from the University of Georgia and an LL.B. from Yale Law School.
About 21st Century Oncology Holdings, Inc.
21st Century Oncology Holdings, Inc. is the largest global, physician led provider of integrated cancer care services. The Company offers a comprehensive range of cancer treatment services, focused on delivering academic quality, cost-effective patient care in personal and convenient
settings. As of September 30, 2015, the Company operated 182 treatment centers, including 146 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America.
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