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~~October 2515, 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 85.~~01.~~03 ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~August~~October 2115, 2014, ~~William Houlihan,~~ the Board ~~Chairman~~ of Directors (the “Board”) of First Physicians Capital Group, Inc. (the “Company”) ~~received~~approved an ~~email~~amendment ~~from~~and ~~David~~restatement ~~Hirschhorn,~~of the Company’s ~~former~~bylaws ~~Chief~~to ~~Executive~~provide ~~Officer.~~that ~~Attached~~all toshares ~~that~~of ~~email~~capital ~~was~~stock anissued ~~unsigned~~after ~~letter~~October 15, 2014 ~~dated~~will ~~August 19,~~be ~~2014~~uncertificated, ~~purportedly~~except ~~from~~as ~~Clearlake~~otherwise ~~Capital Group~~provided ~~LP,~~for anin ~~investment~~a ~~firm~~resolution approved by the Board.

The ~~Clearlake~~foregoing ~~Capital~~summary ~~letter outlined a non-binding proposal to acquire 100%~~ of the Company’s ~~at $0.36 per share, subject to~~Third aAmended ~~minimum~~and ~~purchase~~Restated ofBylaws ~~60%~~is ofqualified ~~the~~in ~~Company.~~its ~~The~~entirety ~~per~~by ~~share~~reference ~~purchase price would be reduced dollar for dollar~~ to the ~~extent~~full ~~that~~text of the ~~fees~~Third Amended and ~~expenses~~Restated ofBylaws, ~~the~~a ~~Company’s~~copy ~~investment~~of ~~bankers,~~which ~~accountants~~is ~~and~~filed ~~attorneys~~as inExhibit ~~the~~3.1 ~~transaction would exceed $250,000~~hereto.

~~The~~Item ~~letter required the Company to pay Clearlake Capital $250,000 to commence due diligence~~5.07. ~~This~~Submission ~~due~~of ~~diligence~~Matters ~~fee~~for ~~would be non-refundable in the event the Company would decide not to proceed with~~ a ~~transaction~~Vote ~~with~~of ~~Clearlake~~Security ~~Capital.~~ Holders

~~The~~On ~~Clearlake~~October 15, ~~Capital~~2014, ~~letter~~the ~~also~~Company ~~required~~held aits annual ~~45-day~~meeting ~~period in~~of ~~which~~stockholders (the “Meeting”). On all matters at the Meeting, the holders of the Company’s ~~would~~common ~~negotiate~~stock ~~exclusively~~(the “Common Stock”), together with aholders ~~special~~of ~~purpose~~the ~~acquisition~~Company’s ~~entity~~Series to1-A beConvertible ~~formed~~Preferred Stock, bySeries ~~Clearlake~~2-A ~~Capital~~Convertible ~~and~~Preferred ~~certain~~Stock, ~~partners~~Series 5-A Convertible Preferred Stock and coSeries 6-~~investors~~A Convertible Preferred Stock (collectively, the “~~AcquisitionCo~~Preferred Stock”). Invoted ~~the~~as ~~event~~a ~~the~~single ~~Company~~class. ~~would~~The ~~decide~~votes ~~not~~of toholders ~~move~~of ~~forward~~outstanding Common ~~with~~Stock aplus ~~transaction~~the ~~with~~votes ~~AcquisitionCo~~of ~~and~~Preferred ~~within~~Stock ~~six~~equaled ~~months~~64,882,753 ~~following~~votes (the ~~45-day~~“Eligible ~~exclusivity~~Votes”). ~~period~~In addition, the ~~Company~~holders ~~proceeded~~of ~~with~~Common ~~“another~~Stock ~~transaction~~voted orseparately ~~financing~~on ~~including~~Proposal aNo. 1 ~~change~~regarding inan ~~control,~~amendment ~~going~~to ~~public~~the orCompany’s ~~similar~~Certificate ~~transaction,”~~of Incorporation to effect the ~~Company~~ ~~would~~Reverse beStock ~~obligated~~Split to(as ~~pay~~defined ~~AcquisitionCo~~below). aThe ~~break-up~~results ~~fee~~of voting on the proposals submitted to a vote of ~~$1,000,000.~~the Company’s stockholders at the Meeting were as follows:

OnProposal ~~August~~No. ~~25,~~1 ~~2014,~~Amendment ~~the~~of ~~Board~~Certificate ~~met~~of Incorporation to ~~review~~Effect ~~the~~a ~~non-binding~~Reverse ~~proposal submitted~~Stock ~~by Mr~~Split. ~~Hirschhorn~~ ~~and~~The ~~Clearlake~~stockholders ~~Capital.~~approved ~~After~~an ~~discussions,~~amendment to the Company’s ~~Board~~Certificate ~~unanimously~~of ~~decided~~Incorporation to ~~not~~effect ~~pursue~~a ~~the~~reverse ~~proposal~~stock ~~outlined~~split inof the ~~Clearlake~~Company’s ~~Capital~~Common ~~letter.~~Stock Onat ~~August 26,~~a ~~2014~~ratio of 1-for-2,000 shares (the ~~Company~~“Reverse ~~advised~~Stock ~~Clearlake~~Split”). ~~Capital~~The results of the ~~Board’s~~ ~~decision.~~vote were as follows:

The foregoing summary of the 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.


	For		Against		Abstain		Broker Non-Votes
Common Stock		10,839,680		457,432		1,986		1,039,258
Eligible Votes		42,673,239		1,775,832		1,986		1,039,258

~~Item~~Proposal 9No.01 2 Election of Directors. ~~Financial~~All ~~Statements~~of the nominees for director were elected to serve for a one-year term and ~~Exhibits~~to serve until the next annual meeting in which their successors are elected, or, if earlier, until their retirement, resignation or removal. The results of the election were as follows:


Name of Director	For		Withheld		Broker Non-Votes
William A. Houlihan		42,155,886		2,295,171		1,039,258
Sean Kirrane		42,860,285		1,590,772		1,039,258
Brian Potiker		42,860,285		1,590,772		1,039,258
Robert N. Schwartz, Ph.D.		42,903,929		1,547,128		1,039,258
Richardson E. Sells		42,860,286		1,590,771		1,039,258

Proposal No. 3 Advisory Vote on Frequency of Executive Compensation Vote. The stockholders recommended, on a non-binding, advisory basis, that the Company hold future non-binding, advisory votes on executive compensation every three years. The results of the advisory vote were as follows:


Every Year	Every Other Year	Every Three Years	Abstain	Broker Non-Votes
6,689,838	14,458	37,289,057	457,704	1,039,258

The Board has considered these results and determined that if the Company were to continue to have a class of securities registered under the Securities Exchange Act of 1934, as amended, it would hold a non-binding, advisory vote on the frequency of advisory votes on executive compensation every three years until the next required

advisory vote on executive compensation. However, because Proposal No. 1 was approved and the Company intends to deregister the Common Stock following the effectiveness of the Reverse Stock Split, the Company does not presently intend to hold advisory stockholder votes on executive compensation in the future.

Proposal No. 4 Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the non-binding, advisory vote were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
41,996,054	1,172,876	1,282,127	1,039,258

Proposal No. 5 Ratification of Independent Public Accounting Firm. The stockholders ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014. The vote on the ratification was as follows:


For	Against	Abstain
43,594,311	1,460,109	435,895

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

99.1. Letter dated August 19, 2014, from Clearlake Capital Group LP to First Physicians Capital Group, Inc.


Exhibit No.		Description

3.1		Third Amended and Restated Bylaws, effective October 15, 2014

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.

	~~FIRST PHYSICIANS CAPITAL GROUP, INC.~~	FIRST PHYSICIANS CAPITAL GROUP, INC.
Date: August 26, 2014	By:	/s/ Sean Kirrane
Date: October 21, 2014		By:	/s/ Sean Kirrane
		~~Sean Kirrane~~	Sean Kirrane
		~~President and Chief Executive Officer~~	President and Chief Executive Officer

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