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): ~~March 27~~August 25, 2014 ~~(March 21, 2014)~~

FIRST PHYSICIANS CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30326

77-0557617

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

433 North Camden Drive, #810

Beverly Hills, California 90210

(Address of Principal Executive Offices) (Zip Code)

(310) 860-2501

(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 (see General Instruction A.2. below):

¨	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))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

~~Appointment~~On August 21, 2014, William Houlihan, the Chairman of ~~Executive~~the ~~Vice~~Board ~~President~~of ~~and~~First Physicians Capital Group Inc. (the “Company”) received an email from David Hirschhorn, the Company’s former Chief ~~Financial~~Executive Officer. Attached to that email was an unsigned letter, dated August 19, 2014, purportedly from Clearlake Capital Group LP, an investment firm.

OnThe ~~March 24,~~Clearlake ~~2014,~~Capital ~~the~~letter ~~Board~~outlined ofa ~~Directors~~non-binding ofproposal ~~First~~to ~~Physicians~~acquire ~~Capital~~100% ~~Group,~~of ~~Inc. (~~the “Company”) ~~appointed~~at ~~Adrian B~~$0.36 ~~Reeder~~per toshare, ~~the~~subject ~~position of~~to ~~Executive~~a ~~Vice~~minimum ~~President~~purchase ~~and~~of ~~Chief~~60% ~~Financial~~of ~~Officer~~the ~~effective~~Company. ~~April~~The ~~10,~~per ~~2014,~~share topurchase ~~serve~~price ~~until~~would ~~his~~be ~~successor~~reduced isdollar ~~duly~~for ~~appointed~~dollar ~~and~~to ~~qualified~~the orextent ~~until~~that ~~his~~the ~~earlier~~fees ~~resignation~~and orexpenses ~~removal.~~of ~~Mr. Reeder~~the ~~has~~Company’s noinvestment ~~family~~bankers, ~~relationship~~accountants ~~with~~and ~~any~~attorneys ~~officer~~in ~~or director of~~ the ~~Company~~transaction orwould ~~any of its subsidiaries~~exceed $250,000.

~~Mr. Reeder,~~The ~~40,~~letter ~~brings~~required over 14 years of experience in finance and accounting. Since 2013, Mr. Reeder served as a senior consultant for NowCFO, a professional services firm providing outsourced CFO services. From 2010 until 2013, Mr. Reeder served as audit manager and consultant for Kezos & Dunlavy, LLC, an accounting firm serving the ~~Southern~~Company ~~Utah market. Prior~~ to ~~2010,~~pay ~~Mr. Reeder~~Clearlake ~~was~~Capital involved in several ventures, including founding Old Cobblestone Road, LLC, an online retail company, and serving as director of finance for Elim Valley Planning & Development, LLC, a 2,400 acre master planned real estate development in Southern Utah where he helped raise over $24250,000~~,000~~ into ~~real~~commence ~~estate~~due ~~financing~~diligence. ~~Mr. Reeder~~This ~~began~~due ~~his~~diligence ~~career~~fee ~~with~~would ~~KPMG,~~be ~~LLP~~non-refundable ~~and~~in the ~~held~~event the ~~position~~Company ofwould ~~manager~~decide atnot ~~his departure.~~to ~~Mr. Reeder~~proceed ~~received~~with a ~~B.S.~~transaction ~~and~~with ~~Masters~~Clearlake ~~in Accountancy in 2000 from Brigham Young University and is a Certified Public Accountant, licensed in the State of Utah~~Capital.

InThe ~~connection~~Clearlake ~~with~~Capital ~~Mr. Reeder’s~~letter ~~appointment~~also asrequired ~~Executive~~a ~~Vice~~45-day ~~President~~period in ~~and~~which ~~Chief Financial Officer,~~ the ~~Board~~Company ~~approved~~would annegotiate ~~employment~~exclusively ~~agreement~~ with ~~Mr. Reeder.~~ ~~The~~a ~~term~~special ofpurpose ~~the~~acquisition ~~employment~~entity ~~agreement~~to isbe ~~two~~formed ~~years~~by ~~(the~~Clearlake ~~“Term”).~~Capital ~~The~~and ~~employment~~certain ~~agreement~~partners ~~provides~~and ~~that,~~co-investors ~~among other things, during the Term, Mr. Reeder will:~~ (1“AcquisitionCo”) ~~receive~~. anIn ~~initial~~the ~~base~~event ~~salary of $185,000, (2) be eligible to participate in~~ the Company’s ~~employee~~would ~~benefit~~decide ~~plans~~not ~~and other benefits, and (3) be eligible~~ to ~~receive~~move ~~a cash bonus~~ forward with a ~~payment~~transaction ~~equal~~with toAcquisitionCo ~~50% of his base salary upon achievement of strategic goals~~ and ~~objectives of~~within ~~his~~six ~~position.~~months Hefollowing ~~will~~the ~~also~~45-day beexclusivity ~~eligible~~period ~~to receive additional discretionary bonuses and to participate in any executive equity compensation plan. In~~ the ~~event~~Company ~~that~~proceeded ~~Mr. Reeder~~with is“another ~~terminated~~transaction ~~without~~or ~~cause~~financing ~~during~~including ~~the Term, he will be entitled to receive (~~a~~) a~~ ~~severance~~change ~~pay~~in ~~equal to 50% of his base salary~~control, ~~(b) any~~going ~~earned~~public ~~but~~or ~~unpaid~~similar ~~bonuses~~transaction,” ~~(c) health benefits until~~ the Company ~~earlier~~would ofbe ~~six~~obligated ~~months from the date of termination and his eligibility~~ to ~~participate~~pay inAcquisitionCo a ~~similar~~break-up ~~health plan,~~fee ~~and (d) payment~~ of ~~any unreimbursed expenses and accrued but unused paid time off. The Company will also reimburse up to~~ $101,000 ~~of Mr. Reeder’s relocation expenses for his move from Salt Lake City~~, ~~Utah to Dallas, Texas~~000.

~~This~~On ~~summary~~August 25, of2014, the ~~employment~~Board ~~agreement~~met isto ~~qualified~~review the non-binding proposal submitted by ~~reference~~Mr. Hirschhorn and Clearlake Capital. After discussions, the Board unanimously decided to not pursue the ~~complete~~proposal ~~employment~~outlined ~~agreement~~in the Clearlake Capital letter. On August 26, ~~which~~2014, isthe ~~attached~~Company asadvised ~~Exhibit~~Clearlake ~~10.1~~Capital ~~and~~of ~~incorporated~~the ~~herein~~Board’s ~~by reference~~decision.

~~Amendment~~The foregoing summary of ~~Consulting~~the ~~Agreement~~Clearlake Capital letter is qualified by its entirety to the full text of the Clearlake Capital letter, a copy of which has been filed as an exhibit to this Current Report on Form 8-K.

OnItem ~~March 21,~~9.01. ~~2014,~~Financial ~~the~~Statements ~~Board approved a Consulting Agreement Addendum (the “Addendum”) which amends the Consulting Agreement between Sean Kirrane, the Company’s Chief Executive Officer,~~ and ~~the Company. The Addendum removed certain bonus criteria, including the deadline for filing certain delinquent periodic reports.~~ Exhibits

~~This~~(d) ~~summary of the Addendum is qualified by reference to the complete Addendum, which is attached as Exhibit 10~~Exhibits.~~2 and incorporated herein by reference.~~

~~Item 9~~99.011. ~~Financial~~Letter ~~Statements~~dated ~~and~~August ~~Exhibits~~19, 2014, from Clearlake Capital Group LP to First Physicians Capital Group, Inc.

Exhibit No.		Description
10.1		Employment Agreement dated March 24, 2014 between the Company and Adrian B. Reeder
10.2		Consulting Agreement Addendum dated March 21, 2014 between the Company and Sean Kirrane

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FIRST PHYSICIANS CAPITAL GROUP, INC.

Date: August 26, 2014	By:	/s/ Sean Kirrane
		Sean Kirrane
		President and Chief Executive Officer

	FIRST PHYSICIANS CAPITAL GROUP, INC.
Date: March 27, 2014	By:	/s/ Sean Kirrane
		Sean Kirrane
		Chief Executive Officer

INDEX OF EXHIBITS

Exhibit No.		Description
10.1		Employment Agreement dated March 24, 2014 between the Company and Adrian B. Reeder
10.2		Consulting Agreement Addendum dated March 21, 2014 between the Company and Sean Kirrane

Filing Compare · First Physicians Capital Group, Inc.