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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): August 26, 2022
 
AMERICAN SHARED HOSPITAL SERVICES
(Exact Name of Registrant as Specified in Its Charter)
 
California
  
1-08789
  
94-2918118
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
   
601 Montgomery Street, Suite 1112
San Francisco, California
  
94111
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (415) 788-5300 
 
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 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)) 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading Symbol
  
Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value
  
AMS
  
NYSE AMERICAN
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 26, 2022, American Shared Hospital Services (the “Company”) appointed Peter Gaccione as its Chief Operating Officer, effective September 7, 2022.
 
Mr. Gaccione, age 63, was previously the Chief Executive Officer of ExecInsights, Inc. and Biztech Global Corporation, business and management consulting firms, from February 2021 to August 2022. From February 2020 to February 2021, Mr. Gaccione served as President and a Member of the Executive Management Board of Myocardial Solutions Inc., a medical technology company in the cardiology and cardio-oncology field, where he lead the product commercialization, sales and marketing and clinical teams. Prior to that, Mr. Gaccione held various positions with Elekta Inc., a provider of precision radiation oncology, brachytherapy, neuroscience, and software solutions from January 1997 to February 2020, culminating in his positions as President and Chief Executive Officer of Elekta Inc. and Elekta Medical S.A. de C.V (Mexico), Executive Vice President of Elekta Region - North and Latin America and a Member of the Elekta AB Global Executive Management team from June 2017 to February 2020. His responsibilities in these positions included leading global sales and marketing and overseeing and managing Elekta AB’s North American and Latin American regions.  Elekta Inc. owns 19% of GK Financing, LLC and the Company indirectly owns the remaining 81%. The Company purchases its Gamma Knife units from Elekta Inc. and has entered into various transactions with Elekta Inc. for the purchase and service of radiation therapy equipment.
 
There are no family relationships between Mr. Gaccione and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Gaccione has an interest requiring disclosure under Item 404(a) of Regulation S-K.
 
Mr. Gaccione will receive an annual base salary of $275,000. Mr. Gaccione may receive a bonus based on attainment of performance goals in 2022 to be determined by the Company’s Compensation Committee in an amount up to $40,000. In connection with the commencement of his employment, on September 7, 2022 (the “Grant Date”), Mr. Gaccione will receive an option award to purchase 50,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the Grant Date. The option award will vest in equal annual installments over a five year period beginning on the first anniversary of the Grant Date. Mr. Gaccione is entitled to participate in all benefit plans generally made available to executive officers of the Company. A copy of the Offer Letter of Employment, dated August 26, 2022 (the “Offer Letter”), is attached hereto as Exhibit 10.1. The description of the Offer Letter set forth above is qualified in its entirety by reference to Exhibit 10.1.
 
In connection with the commencement of Mr. Gaccione’s employment, effective September 7, 2022, Craig Tagawa will continue to serve as the Company’s President, Chief Financial Officer and Assistant Secretary and the Company’s Principal Accounting Officer, but will no longer serve as the Company’s Chief Operating Officer.
 
Item 8.01. Other Events.
 
On September 1, 2022, the Company issued a press release announcing the appointment of Peter Gaccione as the Company’s Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
Description
   
Exhibit 10.1
   
Exhibit 99.1
   
104
Cover page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
   
 
AMERICAN SHARED HOSPITAL SERVICES
 
(Registrant)
   
Dated: September 1, 2022
/s/ Raymond C. Stachowiak
 
By: Raymond C. Stachowiak
 
Title: Chief Executive Officer
 
 

Exhibit 10.1

 

ashs01.jpg

AMERICAN SHARED HOSPITAL SERVICES

601 MONTGOMERY STREET, SUITE 1122

SAN FRANCISCO, CALIFORNIA 94111

TEL 415.788.5300 FAX 415.788.5660

WEB ASHS.COM

 

 

 

Peter Gaccione
c/o American Shared Hospital Services

601 Montgomery Street, Suite 1112

San Francisco, CA 94111

 

August 26, 2022

 

RE:         Offer of Employment

 

Dear Peter,

 

We are pleased to offer you employment on the executive team of American Shared Hospital Services, Inc. (the “Company”). This letter (the “Offer Letter”) provides the terms of our offer:

 

You will serve as our Chief Operating Officer and report to the Chief Executive Officer (“CEO”), Ray Stachowiak.

 

Your employment will start on September 7th, 2022 (the “Start Date”). We do not expect you to change your current place of residence. We understand that you intend to spend a significant amount of time in the Company’s San Francisco headquarters as we deem appropriate to perform your duties.

 

You will have duties, responsibilities, and authority commensurate with your position. Whenever required, you will also perform other reasonable and equivalent responsibilities as directed by the CEO that are consistent with your qualifications.

 

You agree to devote all of your professional time (“full-time”) and attention to the Company, its subsidiaries and affiliates (collectively, the “Company Group”).

 

During your employment, you will receive an annual base salary of $275,000 (the “Base Salary”), payable in accordance with the Company’s payroll practices, subject to applicable withholding and deductions. As a full-time employee, you will be eligible for our health insurance and fringe benefits program. Your Base Salary may be reviewed and adjusted by the Board’s Compensation Committee from time to time. For the remainder of 2022, you will be eligible for a VCP (variable compensation plan) of $40,000. Specific goals and objectives for the VCP will be established. You will be reimbursed for your reasonable business expenses incurred in connection with your duties, subject to the terms and conditions of the Company’s expense reimbursement policy.

 

In connection with the commencement of your employment, you will receive an award of 50,000 stock options under the Company’s Incentive Compensation Plan, as amended and restated effective June 25, 2021, which will vest in equal annual amounts (20%) over a 5 year period.

 

In the event that you are made a party to a proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were an executive officer of the Company, you will be indemnified and held harmless by the Company to the maximum permitted under the applicable law from all liabilities arising in respect of defending such proceeding to the extent and in accordance with the terms of the existing indemnification agreement between you and the Company.

 

 
 

 

You hereby represent to the Company that you are not subject to any notice requirement, garden leave provision, non-competition covenant or any similar requirement, provision or covenant (each such requirement, provision or covenant, an “Employment Restriction”) that would prevent you from accepting this offer of employment with the Company, commencing such employment or remaining an employee of the Company or that would adversely impact your ability to perform your duties to the Company.

 

Your employment with the Company and this Offer Letter are expressly contingent on (i) your ability to start employment with the Company on the Start Date without breaching any Employment Restriction and (ii) your timely submission to the Company of evidence of your valid work authorization.

 

This Offer Letter will be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law provisions.

 

This Offer Letter embodies the entire agreement and understanding of the Company and you in respect of the subject matter contained herein and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. This Offer Letter may only be modified pursuant to a written agreement signed by the Company and you.

 

Your employment with the Company will be “at-will” and nothing in this Offer Letter will be deemed to be construed as a contract for a term of employment.

 

 

 

 

Please sign below to acknowledge your acceptance of the terms of this Offer Letter. The CEO and members of the Board are all excited about the prospect of your contributions to the Company as our Chief Operating Officer.

 

 

 

 

Sincerely,

 

American Shared Hospital Services

 

By:       /s/ Ray Stachowiak              

Name: Ray Stachowiak

Title:   Chief Executive Officer

 

 

 

Accepted and Agreed:

 

By: /s/ Peter Gaccione _August 26, 2022_______

Peter Gaccione                Date

 

 

Exhibit 99.1

 

American Shared Hospital Services Strengthens Management Team with Appointment of Peter Gaccione as Chief Operating Officer

 

Gaccione is a Well Known & Respected Radiation Oncology Business Development, Sales & Management Executive

 

SAN FRANCISCO, CA, September 1, 2022 ‒ American Shared Hospital Services (NYSE American: AMS) (the “Company”), a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy equipment, facilities, and services, today announced the appointment of Peter Gaccione as Chief Operating Officer (COO), effective September 7th, 2022. Mr. Gaccione assumes the COO position from Craig Tagawa who remains the Company’s President and Chief Financial Officer.

 

Mr. Gaccione has over 40 years of experience and leadership in the global Radiation Oncology and Imaging business.  Most recently, he served as President and a Member of the Executive Management Board of Myocardial Solutions Inc., a medical technology company in the cardiology and cardio-oncology field, where he led the product commercialization, sales, marketing development, and clinical teams. Prior to that, Mr. Gaccione held various positions within Elekta AB, a provider of precision radiation oncology treatment systems, brachytherapy, neuroscience, and software solutions from 1997 to 2020, that culminated with his position as President and Chief Executive Officer of Elekta Inc. and Elekta Medical S.A. de C.V. (Mexico), as well as Executive Vice President of Elekta North and Latin America Regions and a Member of the Elekta AB Global Executive Management team from June 2017 to February 2020.

 

Ray Stachowiak, Chief Executive Officer, commented, “We’re excited to welcome Peter Gaccione as Chief Operating Officer of American Shared Hospital Services. Peter has many years of healthcare experience and brings strong market knowledge across the entire radiation oncology spectrum. He is well known and respected in our industry and at AMS.”

 

“His addition expands and strengthens the management team and the outlook for growth of the Company. We expect that Peter’s relationship building skills and extensive professional network, working in concert with Tim Keel’s creative financial transaction capabilities, will be a strong combination. Recall that Tim, a senior healthcare finance professional, joined AMS in May 2022 as Vice President of Sales and Marketing. I have great confidence in this expanded team and believe that AMS is well positioned to continue to pursue both photon and proton technologies in the provision of radiation oncology equipment, facilities, and services,” concluded Mr. Stachowiak.

 

Mr. Gaccione added, “Throughout my career, I have enjoyed working with the medical community to empower physicians and leadership within major universities, hospitals, and comprehensive multi-modality cancer centers to strive for better patient outcomes by utilizing innovative technologies with creative financial solutions. At AMS we have the opportunity to work and partner with all major original equipment manufacturers to offer clinical cancer treatment centers the option to work with one turnkey vendor to obtain all of their cancer treatment products in one creative relationship. This is uncommon in the radiation oncology business and one of the major factors in my decision to join the management team at AMS.”         

 

 
 

 

About American Shared Hospital Services (NYSE American: AMS)

 

American Shared Hospital Services is a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy equipment, facilities, and services. AMS is a leading provider in providing Gamma Knife radiosurgery equipment, a non-invasive treatment for malignant and benign brain tumors, vascular malformations, and trigeminal neuralgia (facial pain). The Company also offers proton therapy, and the latest IGRT, IMRT and MR/LINAC systems. For more information, please visit: www.ashs.com .

 

Safe Harbor Statement

 

This press release may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services (including statements regarding the expected continued growth of the Company and the expansion of the Company’s Gamma Knife, proton therapy and MR/LINAC business, which involve risks and uncertainties including, but not limited to, the risks of economic and market conditions, the risks of variability of financial results between quarters, the risks of the Gamma Knife and proton therapy businesses, the risks of developing The Operating Room for the 21st Century program, the risks of changes to CMS reimbursement rates or reimbursement methodology, the risks of the timing, financing, and operations of the Company’s Gamma Knife, proton therapy, and MR/LINAC businesses, the risks of the COVID-19 pandemic and its effect on the Company’s business operations and financial condition, the risk of expanding within or into new markets, the risk that the integration or continued operation of acquired businesses could adversely affect financial results and the risk that current and future acquisitions may negatively affect the Company’s financial position. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company's Quarterly Reports on Form 10-Q for the three month periods ended March 31, 2022 and June 30, 2022, the Annual Report on Form 10-K for the year ended December 31, 2021 and the definitive Proxy Statement for the Annual Meeting of Shareholders that was held on June 21, 2022.

 

Contacts:

 

American Shared Hospital Services
Ray Stachowiak
Chief Executive Officer
rstachowiak@ashs.com

 

Investor Relations
PCG Advisory
Stephanie Prince
P: (646) 863-6341
sprince@pcgadvisory.com