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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): April 12, 2023
 
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 April 12, 2023, American Shared Hospital Services (the “Company”) appointed Robert Hiatt as its Chief Financial Officer, effective April 17, 2023. Mr. Hiatt will also serve as the Company’s principal financial officer and principal accounting officer.
 
Mr. Hiatt, age 57, was previously the Chief Financial Officer of AmeriCash Loans, a consumer finance company from October 2007 to December 2022. While at AmeriCash Loans, Mr. Hiatt was responsible for leading the finance team including internal financial reporting, external audit and tax coordination and debt management. From August 2003 to July 2007, Mr. Hiatt served as the Executive Vice President and Chief Financial Officer of United Financial Mortgage Corp, a provider of residential mortgages. Prior to that, Mr. Hiatt was Vice President Finance and Chief Accounting Officer of Novamed, Inc., an operator of ambulatory surgery centers, from September 1997 to August 2003. Mr. Hiatt received his Bachelor’s of Science in Accountancy from Miami University.
 
There are no family relationships between Mr. Hiatt and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Hiatt has an interest requiring disclosure under Item 404(a) of Regulation S-K.
 
Mr. Hiatt will receive an annual base salary of $210,000. He may receive a bonus based on attainment of performance goals in 2023 in an amount up to $35,000. In connection with the commencement of his employment, on April 17, 2023 (the “Grant Date”), Mr. Hiatt received an option award to purchase 20,000 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. Hiatt 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 April 12, 2023 (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.
 
As previously disclosed, in connection with the commencement of Mr. Hiatt’s employment, effective April 17, 2023, Craig Tagawa will continue to serve as the Company’s President and Assistant Secretary, but will no longer serve as the Company’s Chief Financial Officer, principal financial officer or principal accounting officer.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
Description
   
Exhibit 10.1
   
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: April 18, 2023
  
/s/ Raymond C. Stachowiak
   
By: Raymond C. Stachowiak
   
Title: Executive Chairman of the Board
 
 
 

Exhibit 10.1

 

a01.jpg

AMERICAN SHARED HOSPITAL SERVICES

601 MONTGOMERY STREET, SUITE 1112

SAN FRANCISCO, CALIFORNIA 94111

TEL 415.788.5300 FAX 415.788.5660

WEB ASHS.COM

 

 

 

April 12, 2023

 

 

Robert Hiatt         

1008 Longmeadow Lane

Western Springs, IL

60558

 

Dear Bob,

 

American Shared Hospital Services (“ASHS”) is pleased to offer you full-time employment as our Chief Financial Officer. In this salary exempt position, you will be paid an annual salary of $210,000, payable on a bi-weekly basis, which equates to $8076.92 per pay period

 

Your responsibilities will include, but are not limited to the following:

 

 

●

All Accounting and Financial activities and responsibilities of the Company.

 

 

●

Effective organizational and interpersonal skills, ability to communicate and manage at all levels of the organization.

 

 

●

Strong problem solving and critical thinking skills.

 

 

●

Strong compliance skills – SEC Reporting (10K, 10Qs, etc).

 

 

●

Strong internal reporting including: budgeting and forecasting capabilities.

 

 

●

Above average skill-level with Microsoft Word, Excel and PowerPoint and CRM software.

 

In addition to your annual base salary, you will be eligible for the following compensation and benefits programs:

 

 

●

Bonus: The Variable Compensation Plan (“VCP”) to be discussed and agreed upon, in writing, approximately 30 days after start of employment. The amount eligible to be earned will be $35,000 in 2023 and $60,000 in 2024.

 

 

●

Stock Options – 20,000

 

 

●

Cell Phone

 

 
 

 

 

●

A company issued Laptop

 

 

●

You will be eligible to participate in the ASHS group health insurance program, which includes:

 

 

o

Medical, dental and vision insurance program

 

 

o

Short-Term & Long-Term Disability

 

 

o

Company paid Life Insurance

 

 

●

ASHS offers a 401K plan which you will be eligible to participate in immediately following your first 30 days of employment. At present, ASHS matches up to 4% of an employee's gross compensation

 

 

●

Two weeks of paid time off

 

 

●

Three personal floating holidays

 

 

●

Two weeks of sick time

 

 

●

Company-paid holidays (see attached)

 

This offer is contingent upon the completion of background checks, certification/licensure checks, signing of confidentiality agreements, and compliance with immigration law and completion of a Form I-9.

 

The above terms and conditions of employment are deemed to be in compliance with applicable Federal and State laws and regulations, as well as policies and procedures affecting employment, benefits and compensation of which the company reserves the right to revise or change at its sole discretion.

 

On your first day, you will complete all required training, and then you will attend an orientation by Human Resources which will include benefit elections and training on the HR and Timekeeping system. Please bring appropriate documentation to the site to allow us to complete the new-hire forms, including proof that you are presently eligible to work in the United States for I-9 Form purposes.

 

Failure to provide the necessary documentation within three business days of hire will result in immediate termination of employment in accordance with the terms of the Immigration Reform and Control Act. Please indicate your acceptance of our offer by signing below and returning one copy of the letter to me with your original signature.

 

We look forward to your acceptance of this offer and having you on board as a valued member of the company.

 

Cordially,

 

/s/ Ray Stachowiak

 

Ray Stachowiak

 

Executive Chairman

 

 
 

 

I have read and understood the provisions of this offer of employment, and I accept the above job offer. I know that my employment with American Shared Hospital Services is considered at will, meaning that either the company or I may terminate this employment relationship at any time with or without cause or notice. This agreement replaces all previous employment arrangements between you and American Shared Hospital Services. Any such prior arrangements, verbal or written are hereby null and void and unenforceable. Any acceptance postmarked after this date ________________ will be considered invalid.

 

 

 /s/ Robert Hiatt                                          

Signature