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 13,
2008
Health
Discovery Corporation
(Exact
name of registrant as specified in charter)
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Georgia
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333-62216
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74--3002154
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2
East Bryan Street, Suite #601, Savannah, GA 31401
(Address
of principal executive offices / Zip Code)
912-443-1987
(Registrant’s
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities
Act.
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange
Act.
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Item
1.01. Entry into a Material Definitive Agreement.
On August
14, 2008, the Company and Dr. Richard Caruso entered into the Amendment to Stock
Purchase Warrant attached to this Form 8-K as Exhibit 10.1. The
Amendment permits Dr. Caruso’s warrants, which were previously granted to Dr.
Caruso in 2007 for his services as a director, to continue to vest so long as he
serves the Company as an advisor.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(b) On
August 13, 2008, Dr. Richard Caruso informed the Company of his resignation as a
director, which is effective August 15, 2008. Dr. Caruso’s
resignation is for personal reasons, but he will continue to serve the Company
as a senior advisor. Dr. Caruso’s decision to resign from the Board
was not the result of any disagreements with the Company over operations,
policies or practices. A copy of Dr. Caruso’s resignation letter is
attached to this Form 8-K as Exhibit 99.1.
(e) On
August 15, 2008, the Company entered into a new employment agreement with Dr.
Stephen Barnhill for his employment as Chief Executive Officer, which is
attached to this Form 8-K as Exhibit 10.2. Dr. Barnhill’s existing
employment agreement was scheduled to expire by its terms on September 15,
2008. The employment agreement has a term of two
years. Under the terms of the employment agreement, Dr. Barnhill will
receive a one-time retention signing bonus of $50,000 and an annual base salary
of $300,000. Dr. Barnhill will also be eligible to receive a cash
bonus equal to 10% of the Company’s revenue received during the term of the
employment agreement; but such cash bonus cannot exceed 300% of his annual base
salary. Dr. Barnhill was also granted an option to purchase an
aggregate of 6,000,000 shares of the Company’s common stock at an exercise price
of $0.08; the options vest over a two year period, assuming a minimum share
price, and with respect to a portion of the options, the Company attaining
certain performance metrics, as more fully described in the Option Award, which
is attached to this Form 8-K as Exhibit 10.3. Dr. Barnhill is
eligible to be reimbursed monthly for reasonable and necessary business expenses
and to receive health insurance benefits and other benefits maintained by us for
our executives. Dr. Barnhill will be entitled to twenty paid vacation
days during the calendar year. If Dr. Barnhill’s employment is
terminated for Cause, as that term is defined in the employment agreement, or if
Dr. Barnhill terminates the employment agreement for Good Reason, as that term
is defined in the employment agreement, then Dr. Barnhill will receive as
severance the amount of his base salary for the remainder of the term and an
amount equal to the actual cost of ninety days of his COBRA premium
payments. If the employment agreement is terminated for any other
reason than for Cause or for Good Reason, Dr. Barnhill is not eligible to
receive severance. The employment agreement also generally provides
that Dr. Barnhill will keep confidential information confidential and that he
will not compete with us in our business nor solicit our customers or employees
for a period of 12 months following termination of employment.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Amendment
to Stock Purchase Warrant
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10.2
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Employment
Agreement between the Company and Stephen D. Barnhill, M.D., dated August
15, 2008.
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10.3
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Option
Award to Stephen D. Barnhill, M.D., dated August 15,
2008.
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99.1
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Resignation
Letter of Dr. Richard Caruso
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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 thereunto duly
authorized.
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HEALTH
DISCOVERY CORPORATION
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Dated: August
18, 2008
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By:
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/s/ Stephen D. Barnhill,
M.D.
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Stephen
D. Barnhill, M.D.
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Chief
Executive Officer
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