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 4, 2011
ARCADIA RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
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| Nevada |
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001-32935 |
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88-0331369 |
| (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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9320 Priority Way West Drive,
Indianapolis, Indiana
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46240 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (317) 569-8234
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| (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:
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))
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Item 1.01. Entry into a Material Definitive Agreement
On August 13, 2006, Arcadia Health Services, Inc., d/b/a Arcadia Health Care, a subsidiary of
Arcadia Resources, Inc. (the “Company”), entered into an Agreement for Appointment of Arcadia
Health Services, Inc. Representative with BestCare Travel Staffing, LLC (“BestCare”), the Company,
and Steven L. Zeller (the “Representative Agreement”). Steven L. Zeller, who has a beneficial
ownership interest in BestCare, was hired as the Company’s Executive Vice President of In-Home
Health Care and Staffing on September 24, 2007 and later was appointed to Chief Operating Officer
in February 2009. Pursuant to the terms of the Representative Agreement, BestCare was to service
the Company’s travel nurse and allied health staffing business. Further, BestCare was to pay its
selling, general and administrative expenses and was to be paid commissions by the Company for
services it provided based on a specified percentage of gross margin. The Representative Agreement
was terminable under certain circumstances and required the Company to purchase BestCare no later
than March 31, 2011. The Representative Agreement was entered into prior to Mr. Zeller becoming an
officer of the Company.
On April 4, 2011, the Company finalized the purchase of substantially all of the assets of BestCare
as required by the Representative Agreement (the “Transaction”) for the total consideration of
$890,000 pursuant to the purchase price formula contained in the Representative Agreement, plus the
assumption of office and office equipment leases and other contracts in the ordinary course of
business. Of the total purchase price, $296,667 was paid at closing, and the Company entered into
a promissory note for the remaining balance of $593,333. The note bears interest at a rate of 10%
per annum, payable monthly, and is due April 1, 2012, subject to acceleration upon the occurrence
of certain events. The Company’s Audit Committee, which consists of all the Company’s independent
directors, approved the terms of the Transaction and all documents related thereto.
The Representative Agreement was terminated at the Closing.
Item 1.02. Termination of a Material Definitive Agreement
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference in response to this Item 1.02.
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On April 4, 2011,
the Company received written notification from NYSE Amex (“AMEX”)
that, due to the Company’s average closing price of its common stock
being less than $0.20 per share over a consecutive 30-day trading period, AMEX has
determined the Company is not in compliance with Section 1003(f)(v) of the
NYSE Amex LLC Company Guide. AMEX advised the Company that its continued
listing is predicated on a reverse stock split to be completed by
October 4, 2011.
On April 8, 2011,
the Company issued a press release announcing its receipt from AMEX of notice
of the Company’s failure to satisfy a continued listing standard. A copy
of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements
and Exhibits
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Exhibit 99.1
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Press Release dated April 8, 2011 |
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