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 20, 2005
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UNITED AMERICAN HEALTHCARE CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 000-18839 38-2526913
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 RIVER PLACE, SUITE 4950, DETROIT, MICHIGAN 48207
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (313) 393-4571
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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 communication pursuant to Rule 425 under the Securities Act.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
ITEM 8.01. OTHER EVENTS.
In late afternoon on April 20, 2005, our subsidiary, UAHC Health Plan of
Tennessee, Inc. ("Health Plan"), received a Notice of Administrative Supervision
issued by the Commissioner of the State of Tennessee's Department of Commerce
and Insurance. The next morning, April 21, 2005, we issued a press release,
attached as Exhibit 99.1 hereto, announcing that the Health Plan acknowledged
receipt of the Notice.
Pursuant to the Commissioner's order contained in her Notice, the Health Plan
has been placed under administrative supervision of the Commissioner and "has
until December 31, 2005 to demonstrate to the Commissioner's satisfaction" that
its "continued operation and business, absent the supervision or other oversight
by the Commissioner, is not hazardous, financially or operationally, to its
enrollees, its creditors or the public."
The Health Plan and United American Healthcare Corporation ("UAHC") received no
prior notice of the notice and order of administrative supervision and had no
opportunity to respond to its factual assertions. Because the Health Plan and
UAHC believe that the entry of the order and its restrictions could negatively
impact the companies, both companies are now evaluating their available legal
remedies with respect to the entry of the order. Both companies, however, intend
to fully cooperate with the State of Tennessee in accordance with the terms of
the order, and we do not currently anticipate any material developments during
the supervision period.
The order prohibits the Health Plan from taking certain actions without the
approval of the Commissioner's appointed Administrative Supervisor during the
supervision period, including making any payments, making any material change in
management, entering into new reinsurance contracts, and increasing salaries and
benefits of officers or directors. In addition, the order requires the Health
Plan's officers, directors, employees and affiliates to cooperate with the
Commissioner and the Administrative Supervisor in carrying out the
administrative supervision.
The notice asserts a number of findings of fact which the Commissioner states
form the basis for her order, including certain allegations in a lawsuit by a
former Health Plan employee and an anticipated lawsuit by another former
employee, certain information deemed false in the Health Plan's responses to
inquiries from her Department and the TennCare Bureau, and the Commissioner's
perception of the potential for financial pressures on the Health Plan and its
parent companies because of recent events. The Health Plan and UAHC do not agree
with many of those findings.
The notice also asserts that its findings of fact describe potential grounds for
termination of the Health Plan's TennCare contract. Although we acknowledge that
any such termination would have a material adverse effect on the Health Plan and
UAHC, we do agree that those findings are accurate and accordingly are now
evaluating its and our available legal recourse and remedies regarding the
order.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated April 21, 2005.
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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 hereunto duly authorized.
Date: April 21, 2005 UNITED AMERICAN HEALTHCARE CORPORATION
By: /s/ Stephen D. Harris
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Name: Stephen D. Harris
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of United American Healthcare Corporation dated
April 21, 2005.