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 24, 2012
Dynacq Healthcare, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-21574 | 76-0375477 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4301 Vista Road Pasadena, Texas |
77504 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(713) 378-2000
(Registrant’s telephone number, including area code)
(Not Applicable)
(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 obligations of the registrant under any of the following (See General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in the Definitive Information Statement (the “Information Statement”) of Dynacq Healthcare, Inc. (the “Company”) filed with the Securities and Exchange Commission on October 9, 2012, stockholders holding at least two-thirds of the voting power of the issued and outstanding shares of the common stock of the Company approved the removal of Ping S. Chu, James G. Gerace and Stephen L. Huber from their positions as members of the Board of Directors of the Company (the “Board”), effective as of October 30, 2012.
On October 24, 2012, James G. Gerace sent a letter of resignation to the chief executive officer of the Company, which letter was dated October 19, 2012, stating that Mr. Gerace is resigning from the Board effective immediately. Mr. Gerace served as the chairman of the audit committee of the Board and as a member of the Board’s compensation committee. In the letter of resignation, Mr. Gerace alleged certain failures of the chief executive officer of the Company as being among his reasons for resigning. The Company disagrees with the allegations set forth in the letter of resignation. As required by Item 5.02 of Form 8-K, we are filing Mr. Gerace’s resignation letter with this current report on Form 8-K as Exhibit 17.1 (this “Current Report”).
On October 30, 2012, the Company provided a copy of the disclosures made in Item 5.02 of this Current Report to Mr. Gerace. Mr. Gerace has the opportunity to furnish to the Company, as promptly as possible, a letter addressed to the Company stating whether or not he agrees with the statements made by the Company in response to Item 5.02 of this Current Report, and if not, stating the respects in which he does not agree.
Also on October 30, 2012, the stockholder approval described in the Information Statement became effective and Ping S. Chu and Stephen L. Huber were removed from their positions as members of the Board. At the time of their removal, Messrs. Chu and Huber served as members of the Board’s audit committee and compensation committee.
Item 9.01—Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 17.1 | Resignation letter of James G. Gerace sent October 24, 2012 | |
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.
| Dynacq Healthcare, Inc. | ||||
| Date: October 30, 2012 | By: | /s/ Eric K. Chan | ||
| Eric K. Chan Chief Executive Officer | ||||
INDEX TO EXHIBITS
| Exhibit |
Exhibit Description | |
| 17.1 | Resignation letter of James G. Gerace sent October 24, 2012 | |
Exhibit 17.1
JAMES G. GERACE, P.C.
CERTIFIED PUBLIC ACCOUNTANT
P.O. Box 481 ¿ Baytown, Texas 77522-0481
E-mail: j-gerace@comcast.net
| MEMBER: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS TEXAS SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS |
OFFICE: 281.422.8183 FAX: 281.422.6575 | |||||
October 19, 2012
VIA EMAIL
Mr. Eric K. Chan
Chief Executive Officer, President and Director
Dynacq Healthcare, Inc.
4301 Vista Road
Pasadena, TX 77504
Mr. Eric Chan,
Please accept this as my formal resignation from the Board of Directors of Dyancq Healthcare, Inc., effective immediately.
There are many reasons that I take this action, not the least of which is your complete failure as Chief executive officer of the company. Let me list a few of your failures:
| 1. | You have completely failed to investigate the probability that Chiu Moon Chan, with the cooperation of Philip Chan, stole millions of dollars from the company. You have taken no action to recover this money or to pursue those responsible. |
| 2. | You have no business plan and have completely ignored the Board of Directors recommendation that the company be liquidated for the benefit of all the shareholders, not operated at enormous loss while paying money out to you, your friends and family. |
| 3. | You have enlisted the aid of Mr. Philip Chan, currently suspended pending investigation of his conduct, to accumulate enough stock ownership to remove all of the independent Directors. I can only assume that your goal is to prevent any further investigation of the actions of Mr. Chiu Moon Chan and Mr. Philip Chan. |
| 4. | Your inaction and lack of leadership has resulted in the company’s removal from NASDAQ. You have set idle while the stock price has tumbled to $.04 cents a share. Our stockholders have seen their investment destroyed. |
| 5. | You have repeatedly ignored the vote of the Board of Directors and abandoned any appearance of corporate governance. You have operated the company as if it were your family’s private bank account. |
| 6. | You have employed attorneys that have altered official records of the meetings of the Board of Directors in their response to official regulatory inquiries. |
Mr. Eric K. Chan
October 19, 2012
Page Two
| 7. | Your personal behavior; screaming, hollering and threatening members of the Board of Directors has clearly been an attempt to intimidate them and silence their voices. |
| 8. | You have been instrumental in assisting Philip Chan in the preparation and reporting of false financial information relied on by the Independent Auditors in the preparation of the company’s financial reports. |
Thank you for your time and consideration in this matter. Should you have any questions or concerns, please do not hesitate to contact me.
Sincerely,
James G. Gerace
cc: via email
Mike Killman
Randy Henderson
Kevin Lewis
Steve Huber
Ping Chu
SEC, Fort Worth Regional Office