-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vdpp0myBtBDWIJc6FqLeDu0dj6W76nnsLdNnaG2mUnJnX8Q1EscL4hRzdacipVss P6Tp+jsTA6UKZ4OwWHe/CQ== 0000915127-10-000004.txt : 20100326 0000915127-10-000004.hdr.sgml : 20100326 20100326164134 ACCESSION NUMBER: 0000915127-10-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100326 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33323 FILM NUMBER: 10708100 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 8-K 1 k8_032610.htm k8_032610.htm
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): March 22, 2010
 
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Massachusetts
(State of Incorporation or Organization)
 
1-33323
04-2601571
(Commission File Number)
(I.R.S. Employer Identification No.)
   
   
   
200 Lake Street, Suite 102, Peabody, Massachusetts
01960
(Address of Principal Executive Offices)
(Zip Code)
 
 Registrant's telephone number, including area code: (978) 536-2777
 
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-4c))
 

 
 
 



Item 5.02   Departure of Directors or Certain Officers;  Election of directors;  Appointment of Certain Officers;  Compensatory Arrangements of Certain Officers.
 
(d)  As permitted by the Company’s by-laws, the Board of Directors increased the number of members of the Board of Directors from five to six.  As required by the by-laws, the new member of the Board of Directors must be a Class B director.

On March 22, 2010, as a part of a regular meeting of the Board of Directors, the Directors appointed Douglas J. Smith as a Class B director, effective immediately, to serve as the sixth member of the Board of Directors until the next annual meeting of shareholders.  Mr. Smith is an “independent” director as such term is defined pursuant to applicable SEC and NYSE Amex rules and regulations.  Mr. Smith has not been appointed to serve on any Committees of the Board of Directors at this time.

Mr. Smith will receive the standard compensation of non-employee directors for serving on the Board of Directors, which includes a retainer of $2,500 per quarter and $2,500 per Board meeting attended.  In addition, he will receive options to purchase 20,000 shares of Class A common stock at the time of each annual meeting, as described in the Company's  Non-employee director stock option plan.

 
 
 

SIGNATURE
 
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.

   
PHC, INC.
  
       
       
       
 
Date:  March 26, 2010
By:   /s/  Bruce A. Shear__________
  
   
                Bruce A. Shear, President
  
   
                and Chief Executive Officer
  


 
 
 

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