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 report): August 9, 2005
AMS HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 001-13343 73-1323256
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
711 NE 39th Street, Oklahoma City, OK 73105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-0131
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(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] 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))
Information to be Included in the Report
ITEM 1.01. Entry into a Material Definitive Agreement.
On August 9, 2005, the Board of Directors of AMS Health Services, Inc. (the
"Company") appointed Steven G. Kochen as President of the Company. The Company
and Mr. Kochen entered into an Employment Agreement (the "Agreement") , which
provides, among other things, that Mr. Kochen will serve as the President of the
Company for an initial term of two years, followed by two successive one-year
terms unless either party elects not to renew the Agreement. Mr. Kochen's base
salary is $200,000per year and he is eligible to receive certain
performance-based incentive bonuses. Additionally, the Company agreed to use its
best efforts to obtain any shareholder or regulatory authority necessary to
grant Mr. Kochen up to 250,00 stock options. In the event the Company terminates
Mr. Kochen without cause, he will receive certain severance pay based upon his
length of employment with the Company. A copy of the Agreement is attached
hereto as Exhibit 10.1.
ITEM 5.02. Appointment of Principal Officer.
As described above under Item 1.01, the Board of Directors of the Company
appointed Steven G. Kochen, age 52, as President of the Company on August 9,
2005. Attached hereto as Exhibit 99.1 is a press release announcing Mr. Kochen's
hiring and describing his relevant, prior business experience.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement between AMS Health Sciences, Inc., and Steven G.
Kochen
99.1 Press release dated August 10, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AMS HEALTH SCIENCES, INC.
REGGIE COOK
By: Reggie Cook
Chief Financial Officer
Date: August 15, 2005
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
------- ----------- ----------------
10.1 Steven G. Kochen employment
agreement Filed herewith electronically
99.1 Press release dated August 10, 2005 Filed herewith electronically