0001104659-08-025909.txt : 20080422 0001104659-08-025909.hdr.sgml : 20080422 20080422164324 ACCESSION NUMBER: 0001104659-08-025909 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080422 DATE AS OF CHANGE: 20080422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SAMUEL SANG-BUM CENTRAL INDEX KEY: 0001410209 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 310-943-34500 MAIL ADDRESS: STREET 1: 11500 W OLYMPIC BLVD STREET 2: SUITE 502 CITY: LOS ANGELES STATE: CA ZIP: 90064 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT MEDICAL HOLDINGS INC CENTRAL INDEX KEY: 0001063561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 330604264 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81215 FILM NUMBER: 08769600 BUSINESS ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 525 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-338-8677 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE STREET 2: SUITE 525 CITY: CULVER CITY STATE: CA ZIP: 90230 SC 13D/A 1 a08-12148_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Prospect Medical Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

743494106

(CUSIP Number)

Samuel S. Lee

c/o Alta Hospitals System, LLC

11500 W. Olympic Blvd., Suite 502

Los Angeles, CA 90064

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 16, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The statement on Schedule 13D filed by Samuel S. Lee with the Securities and Exchange Commission on August 20, 2007, as previously amended, is hereby further amended as set forth below by this Amendment No. 2.

This filing is being made solely to file as an exhibit to the Schedule 13D an amendment to the Executive Employment Agreement, dated as of August 8, 2007, between Mr. Lee and Alta Hospital Systems, LLC, a California limited liability company (“Alta”), previously filed as Exhibit 4 to the Schedule 13D. The amendment to the Executive Employment Agreement was fully executed on April 16, 2008, and made effective as of March 19, 2008. There have been no other changes to the information previously reported in the Schedule 13D.

Item 7.	Material to be Filed as Exhibits
7	First Amendment to Executive Employment Agreement, dated as of March 19, 2008, by and among Prospect Medical Holdings, Inc., a Delaware corporation, Alta, and Mr. Lee

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	April 22, 2008
	Date
	/s/ Samuel S. Lee
	Signature
	Samuel S. Lee
	Name/Title

EXHIBIT INDEX

First Amendment to Executive Employment Agreement, dated as of March 19, 2008, by and among Prospect Medical Holdings, Inc., a Delaware corporation, Alta, and Mr. Lee

EX-7 2 a08-12148_1ex7.htm EX-7

Exhibit 7

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Executive Employment Agreement (“First Amendment”) is effective as of the 19th day of March, 2008 (the “Effective Date”) by and among Prospect Medical Holdings, Inc., a Delaware corporation (“PMH”), Alta Hospitals System, LLC, a California limited liability company (“Alta”) and Samuel S. Lee, an individual (“Executive”) with reference to the following:

a. Alta, as Employer, and Executive previously entered into an Executive Employment Agreement effective as of August 8, 2007 providing for the employment of Executive as Chief Executive Officer of Alta (the “Employment Agreement”).

b. Alta is a wholly owned subsidiary of PMH.

c. On March 19, 2008 PMH’s Board of Directors appointed Executive as Chief Executive Officer of PMH.

d. Executive has agreed to serve as Chief Executive Officer of PMH and to continue to serve as Chief Executive Officer of Alta under the terms of the Employment Agreement.

e. By this First Amendment, PMH and Executive desire to memorialize Executive’s appointment as Chief Executive Officer of PMH, and memorialize Alta’s consent and agreement to such appointment.

Capitalized terms used herein but not defined shall have the meaning given to them in the Employment Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, PMH, Alta and Executive agree to and hereby amend the Employment Agreement in the following respects.

1. Duties. Section 2 of the Employment Agreement is hereby amended to add the following at the end of Section 2:

“Executive shall also serve as the Chief Executive Officer of PMH.”

2. Necessary Services. Sections 3a and b shall be amended as follows:

(a) Performance of Duties. Section 3a shall be deleted in its entirety and replaced with the following:

“Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be assigned to him hereunder. In the case of Executive’s duties as Chief Executive Officer of Employer, Executive’s duties shall be of a kind that are typically assigned to, and reasonably commensurate with, the position of Chief Executive Officer of a subsidiary or affiliate company. In the case of Executive’s duties as Chief Executive Officer of PMH, Executive shall perform those duties as may be assigned to him which shall be of a kind that are typically assigned to, and reasonably commensurate with, the position of Chief Executive Officer of a parent company. Executive acknowledges that the Board of Directors of PMH shall assign his duties as Chief Executive Officer of PMH and, in

the case of Executive’s position as Chief Executive Officer of Employer, the Board of Directors of PMH and/or the Board of Managers of Employer, shall assign such tasks to Executive which are commensurate with such position.”

(b) Faithful and Diligent Performance. Section 3b shall be deleted in its entirety and replaced with the following:

“During the Term, Executive agrees to devote such time, energy, skill and efforts to the performance of his duties hereunder as are necessary to allow Executive to faithfully and diligently further the business and interests of the Alta Entities and PMH; provided, however, that Executive’s obligations hereunder shall not preclude Executive from (i) working or involving himself in any other business venture so long as it does not materially detract from Executive’s ability to provide services to the Alta Entities and PMH and any directorships or committee positions he is then serving under the terms of this Agreement (including not conflicting with the provisions of Subsection (c) below)); or (ii) engaging in additional activities in connection with personal investments and/or community affairs that are not inconsistent with his duties hereunder, including serving on boards of directors of non-competing businesses or entities. Executive currently resides and may at his discretion continue to reside in Los Angeles County, California (the “County”). Neither Employer nor PMH shall relocate Executive to another location outside of the County without his prior written consent.”

3. General Provisions. Section 10(c) shall be amended by adding the following:

“To Employer:		Alta Hospitals System, LLC
		c/o Prospect Medical Holdings, Inc.
		1920 E. 17^th Street, Suite 200
		Santa Ana, CA 92705
		Attn: Chief Executive Officer

To PMH:		Prospect Medical Holdings, Inc.
		1920 E. 17^th Street, Suite 200
		Santa Ana, CA 92705
		Attn: Mike Heather, Chief Financial Officer”

4. Employment Agreement Continued. Except as modified by this First Amendment, the Employment Agreement is ratified and shall continue in all respects.

IN WITNESS WHEREOF, PMH, Executive and Alta have executed this First Amendment as of the date set forth above.

“PMH”		“EXECUTIVE”

PROSPECT MEDICAL HOLDINGS, INC.


By:	/s/ Jacob Y. Terner, M.D.	/s/ Samuel S. Lee
	Jacob Y. Terner, M.D.	Samuel S. Lee
	Chairman of the Board

“ALTA”

ALTA HOSPITALS SYSTEM, LLC


By:	/s/ Jacob Y. Terner, M.D.
	Jacob Y. Terner, M.D.
	Co-Manager