0001062993-15-003781.txt : 20150709 0001062993-15-003781.hdr.sgml : 20150709 20150709171723 ACCESSION NUMBER: 0001062993-15-003781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150709 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150709 DATE AS OF CHANGE: 20150709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nobilis Health Corp. CENTRAL INDEX KEY: 0001409916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37349 FILM NUMBER: 15982048 BUSINESS ADDRESS: STREET 1: 4120 SOUTHWEST FREEWAY STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-355-8614 MAIL ADDRESS: STREET 1: 4120 SOUTHWEST FREEWAY STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR HEALTHCARE INC DATE OF NAME CHANGE: 20070816 8-K 1 form8k.htm FORM 8-K Nobilis Health Corp.: Form 8-K - Filed by newsfilecorp.com

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) July 9, 2015

NOBILIS HEALTH CORP.
(Exact name of registrant as specified in its charter)

British Columbia 000-55274 98-1188172
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

4120 Southwest Freeway, Suite 150, Houston, Texas 77027
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 355-8614

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:

[  ] 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.

Andy Chen, Chief Financial Officer of Nobilis Health Corp. (“Nobilis” or the “Company”), has resigned, effective July 9, 2015, and will assume the position of Senior Vice President of Finance at the Company.

The Board of Directors of the Company (the “Board”) appointed Kenneth Klein, currently the Company’s Chief Accounting Officer, as the Company’s Chief Financial Officer, effective July 9, 2015. Mr. Klein served as the Company’s Chief Accounting Officer since April 2015. Prior to joining Nobilis, Mr. Klein served for over five years as Senior Vice President, Chief Financial Officer and Treasurer of the Menninger Clinic, one of the nation's leading inpatient psychiatric hospitals. Mr. Klein has over 26 years of experience in financial accounting & reporting, analysis, management, auditing, treasury and human resources, focusing primarily in the health care, construction and financial services industries. Mr. Klein began his career in 1988 with KPMG Peat Marwick in the audit practice. After KPMG, Mr. Klein has held various financial leadership positions with Texas Children's Hospital, Memorial Hermann Healthcare System, Thermo Fisher Scientific, Castle Dental Centers, in addition to previously serving as the Company's Chief Financial Officer from 2007 to 2010. Mr. Klein graduated with a B.S. in accounting from Sacred Heart University in Fairfield Connecticut, where he was a member of Phi Beta Kappa and graduated with an MBA and Post Baccalaureate in Accounting from TWU in Houston Texas. A licensed CPA, Mr. Klein is also an adjunct professor of accounting for University of Houston - Downtown and for Lone Star College.

The compensation that Messrs. Chen and Klein will receive in their roles as Senior Vice President of Finance and Chief Financial Officer, respectively, has not been determined by the Compensation Committee of the Board (the “Committee”), and an amendment to this Current Report on Form 8-K will be filed at a later date to disclose such compensation when a determination has been made. At present, they will continue to receive their current base salaries. There are no arrangements or understandings between Messrs. Chen and Klein and any other person pursuant to which either was selected as an officer. Neither Mr. Chen nor Mr. Klein has any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Messrs. Chen or Klein has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The press release issued by the Company on July 9, 2015, announcing the matters described above, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Number

Description of Exhibit
   
99.1 Press Release dated July 9, 2015


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.

NOBILIS HEALTH CORP.  
   
   
/s/ Chris Lloyd  
Chris Lloyd  
Chief Executive Officer  
   
Date: July 9, 2015  


INDEX TO EXHIBITS

Exhibit
Number

Description of Exhibit
   
99.1 Press Release dated July 9, 2015


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Nobilis Health Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1


July 09, 2015 08:00 ET

Nobilis Names Kenny Klein as Chief Financial Officer

HOUSTON TX--(Marketwired - Jul 9, 2015) - Nobilis Health Corp. (NYSE MKT: HLTH) (TSX: NHC) today announced that it has appointed Kenny Klein to serve as the Company's Chief Financial Officer. Andy Chen, Nobilis' outgoing CFO, will assume revenue cycle and development responsibilities with the Company as its Executive Vice President of Finance.

"Given Nobilis' rapid growth we have identified the need for a leader who will oversee the systematic oversight and management of key performance analytics as well as management of post-transaction integration of the all-important area of revenue cycle management," said Chris Lloyd, CEO, "Andy Chen has proven exceptional in these areas as well as in all of the other aspects of his duties as CFO. However, given our size and pace of expansion the time has come to bifurcate these roles and we are extremely fortunate to have Kenny Klein available to take over the day-to-day CFO responsibilities. Mr. Klein's vast finance and accounting experience coupled with his outstanding communication skills make him the obvious and exciting choice for our CFO."

Mr. Klein has served as Nobilis' Chief Accounting Officer since April 2015. Prior to joining Nobilis, Mr. Klein served for over five years as Senior Vice President, Chief Financial Officer and Treasurer of the Menninger Clinic, one of the nation's leading inpatient psychiatric hospitals. Mr. Klein has over 26 years of experience in financial accounting & reporting, analysis, management, auditing, treasury and human resources, focusing primarily in the health care, construction and financial services industries. Mr. Klein began his career in 1988 with KPMG Peat Marwick in the audit practice. After KPMG, Mr. Klein has held various financial leadership positions with Texas Children's Hospital, Memorial Hermann Healthcare System, Thermo Fisher Scientific, Castle Dental Centers, in addition to previously serving as the Company's Chief Financial Officer from 2007 to 2010. Mr. Klein graduated with a B.S. in accounting from Sacred Heart University in Fairfield Connecticut, where he was a member of Phi Beta Kappa and graduated with an MBA and Post Baccalaureate in Accounting from TWU in Houston Texas. A licensed CPA, Mr. Klein is also an adjunct professor of accounting for University of Houston - Downtown and for Lone Star College.

About Nobilis Health Corp.

Nobilis utilizes innovative direct-to-patient marketing focused on a specified set of procedures that are performed at our centers by local physicians. We own and manage ambulatory and acute care facilities to deliver healthcare services. Nobilis owns and manages interests in ambulatory surgery centers in Houston, Dallas, and Scottsdale, Arizona. In addition, Nobilis owns one acute care hospital in Houston. Nobilis also owns and manages interests in two imaging centers and one urgent care clinic in Houston.

Forward-looking statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) and financial outlooks relating to the business of Nobilis Health Corp. (the "Company") and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions and may discuss future expectations, contain projections of future results of operations or of financial condition, or state other forward-looking information. These statements are based on the Company's expectations, estimates, forecasts and projections and while the Company considers these to be reasonable based on information currently available, they may prove to be incorrect. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company's regulatory filings available on the Company's web site at www.NobilisHealth.com, www.Sedar.com and in the risk factors described in the Company's Form 10-K for the fiscal year ended December 31, 2014, filed on April 2, 2015. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Other than as required by law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.


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