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 16, 2008
Hythiam,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31932
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88-0464853
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11150
Santa Monica Boulevard, Suite 1500
Los
Angeles, California
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90025
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(310) 444-4300
(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 Instructions 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
1.01 Entry into a Material Definitive Agreement
On July
16, 2008, we entered into an amendment to our employment agreement with Richard
A. Anderson, changing his title and job duties to President and Chief Operating
Officer and base salary to $350,000 per annum, and granting a one time bonus of
$25,000. A copy of the employment agreement was attached as Exhibit
10.3 to our annual report on Form 10-K filed March 16, 2006, and copy of the
amendment is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(c) On
July 16, 2008, Richard A. Anderson was appointed as President and Chief
Operating Officer, and Christopher S. Hassan was appointed as Chief Strategy
Officer. Biographical information for Mr. Anderson and Mr. Hassan is
set forth in our definitive proxy statement for our 2008 annual meeting under
“Corporate Governance,” filed on June 3, 2008.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits.
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No.
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Description
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10.1
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Amendment
to Employment
Agreement
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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.
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HYTHIAM,
INC.
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Date: July
18, 2008
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By:
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/s/
CHUCK TIMPE
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Chuck
Timpe
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Chief
Financial Officer
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AMENDMENT
TO
EMPLOYMENT
AGREEMENT
THIS
AMENDMENT to the Employment Agreement between Richard A. Anderson, an
individual, (“Employee”) and Hythiam, Inc., a Delaware corporation, (“Employer”)
is dated as of July 16, 2008.
RECITALS
A. WHEREAS,
Employer and Employee previously made and entered into an Employment Agreement
(the “Employment Agreement”) with a Commencement Date of April 19, 2005, which
is incorporated herein by reference.
B. WHEREAS,
Section 8.13 of the Employment Agreement provides that it may be amended,
modified or supplemented by a writing executed by each of the
parties.
C. WHEREAS,
Employer and Employee desire to amend the Employment Agreement as set forth
herein.
NOW,
THEREFORE, in consideration thereof and of the covenants and conditions
contained herein, the parties agree as follows:
AMENDMENT
1.
Section
2.2 of the Employment Agreement is amended and restated to read in its entirety
as follows:
2.2
Position and
Duties
. Employee shall serve as Employer’s President &
Chief Operating Officer, reporting directly to Employer’s Chief Executive
Officer (“CEO”), and shall have the general powers, duties and responsibilities
of management usually vested in that office in a corporation, and such other
additional powers and duties as may be prescribed from time to time by the CEO
and Employer’s Board of Directors (“Board”).
2.
Section
3.2 of the Employment Agreement is amended and restated to read in its entirety
as follows:
3.2
Base
Salary
. Employer shall pay to Employee a base annual salary of
$350,000 annually, payable in accordance with Employer’s standard payroll
practices, less applicable withholding. At Employer’s sole discretion,
Employee’s base salary may be increased, but not decreased. Notwithstanding the
foregoing, beginning on January 1, 2006 and annually thereafter, the
Employee’s annual salary then in effect shall be increased by at least the
Consumer Price Index for Los Angeles, CA (or a reasonable proxy
thereof).
3.
Employee
shall be paid a one-time $25,000 retention bonus, in addition to any bonuses
paid pursuant to Section 3.3 of the Agreement. Employer shall also
pay to Employee in cash one-half of Employee’s paid time off (PTO) accumulated
as of the date hereof, not to exceed $25,000.
4.
All
capitalized terms used but not defined in this Amendment shall have the meanings
assigned to them in the Employment Agreement.
5.
Except as
expressly amended by this Amendment, the Employment Agreement shall
remain in full force and effect, and is hereby ratified and reaffirmed in all
respects.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.
EMPLOYEE:
/s/ RICHARD A.
ANDERSON
Richard
A. Anderson
HYTHIAM,
INC.
By:
/s/ TERREN S.
PEIZER
Terren S. Peizer
Chief Executive
Officer