Current Report Filing (8-k)

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) October 24, 2014

UNITED AMERICAN HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		001-11638		38-2526913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

303 East Wacker Drive, Suite 1200 Chicago, Illinois		60601
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (313) 393-4571

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.

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01

Entry into a Material Definitive Agreement.

On October 27, 2014, registrant United American Healthcare Corporation (the “Company”) entered into a Sixth Amendment to Voting and Standstill Agreement (the “Sixth Amendment”) with St. George Investments, LLC, an Illinois limited liability company (“St. George”), and The Dove Foundation, an Illinois trust (“Dove”). St. George is an affiliate of John M. Fife, who is the President, CEO, Chairman, and controlling shareholder of the Company.

The Sixth Amendment further amends the Voting and Standstill Agreement dated March 19, 2010, between the Company and St. George, which was previously amended by: (i) the Amendment to Voting and Standstill Agreement dated June 7, 2010; (ii) the Agreement to Join the Voting and Standstill Agreement by Dove dated June 7, 2010; (iii) the Acknowledgment and Waiver of Certain Provisions of the Voting and Standstill Agreement dated June 18, 2010; (iv) the Second Amendment to Voting and Standstill Agreement dated November 3, 2011; (v) the Third Amendment to Voting and Standstill Agreement dated May 15, 2012; (vi) the Fourth Amendment to Voting and Standstill Agreement dated January 10, 2013; and (vii) the Fifth Amendment to the Voting and Standstill Agreement dated October 9, 2013 (as so amended, the “Voting and Standstill Agreement”).

In connection with the Sixth Amendment, St. George and Dove have agreed to forbear on exercising their rights to cause the Company to purchase their respective shares of the Company’s common stock, and the Company has agreed to postpone the “Put Commencement Date” (as defined in the Voting and Standstill Agreement) until April 1, 2015. As a result, the “Put Exercise Period”) (as defined in the Voting and Standstill Agreement) will commence on April 1, 2014, and end on September 30, 2015.

Item 3.02

Unregistered Sales of Equity Securities.

On October 24, 2014, St. George elected to convert $55,118.25 of the outstanding balance of the Secured Promissory Note issued by the Company to St. George on August 14, 2012, as disclosed in the Current Report on Form 8-K filed by the Company on August 27, 2012, at the conversion price of $0.004323 per share, whereupon the Company issued 12,750,000 shares of its common stock to St. George.

On October 24, 2014, 2014, Dove elected to convert $8,646.00 of the outstanding balance of the Unsecured Promissory Note issued by the Company to St. George on October 10, 2012, as disclosed in the Quarterly Report on Form 10-Q filed by the Company on November 9, 2012, and transferred by St. George to Dove on May 31, 2013, pursuant to a Contribution and Assignment Agreement, as disclosed in the Schedule 13D filed by Dove on July 9, 2013, at the conversion price of $0.004323 per share, whereupon the Company issued 2,000,000 shares of its common stock to Dove.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

10.1		Sixth Amendment to the Voting and Standstill Agreement dated October 27, 2014

SIGNATURE

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: October 28, 2014	UNITED AMERICAN HEALTHCARE CORPORATION

	By:	/s/ John M. Fife
		Name:	John M. Fife
		Title:	President and Chief Executive Officer

Exhibit 10.1

SIXTH AMENDMENT TO

VOTING AND STANDSTILL AGREEMENT

This SIXTH AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Sixth Amendment”) is made and entered into on October 27, 2014, by and among United American Healthcare Corporation, a Nevada corporation (“UAHC”), St. George Investments, LLC, an Illinois limited liability company (“St. George”), and The Dove Foundation, an Illinois trust (“Dove”). UAHC, St. George, and Dove are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. On March 19, 2010, UAHC and St. George entered into that certain Voting and Standstill Agreement (the “VSA”);

B. On June 7, 2010, UAHC and St. George entered into that certain Amendment to Voting and Standstill Agreement (the “First Amendment”), which amended the VSA;

C. On June 7, 2010, Dove entered into that certain Agreement to Join the Voting and Standstill Agreement (the “Joinder”), by which Dove joined the VSA, as amended by the First Amendment, and UAHC and St. George acknowledged and accepted the Joinder;

D. On June 18, 2010, UAHC, St. George, and Dove entered into that certain Acknowledgement and Waiver of Certain Provisions of the Voting and Standstill Agreement (the “Acknowledgement and Waiver”);

E. On November 3, 2011, the Parties entered into that certain Second Amendment to Voting and Standstill Agreement (the “Second Amendment”), which further amended the VSA;

F. On May 15, 2012, the Parties entered into that certain Third Amendment to Voting and Standstill Agreement (the “Third Amendment”), which further amended the VSA;

G. On January 10, 2013, the Parties entered into that certain Fourth Amendment to Voting and Standstill Agreement (the “Fourth Amendment”), which further amended the VSA;

H. On October 9, 2013, the Parties entered into that certain Fourth Amendment to Voting and Standstill Agreement (the “Fifth Amendment”), which further amended the VSA;

I. The VSA, as amended by the First Amendment, as joined by Dove pursuant to the Joinder, and as further amended by the Acknowledgement and Waiver, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, is referred to herein as the “Amended VSA”;

J. The “Put Commencement Date” (as set forth in Section 2 of the Fifth Amendment) was on October 1, 2014, whereupon each of St. George and Dove has a present right to exercise the “Put Option” pursuant to Section 5.1 of the Amended VSA;

K. Each of St. George and Dove is willing to forbear from exercising its Put Option during the “Put Exercise Period” (as defined in Section 5.1 of the Amended VSA) that commenced on October 1, 2014, in exchange for UAHC’s agreement to postpone the Put Commencement Date, until April 1, 2015 (with the result that either or both of St. George and Dove may exercise its Put Option during the new Put Exercise Period commencing on April 1, 2015 and expiring on September 30, 2015), provided that either or both of St. George and Dove may elect to accelerate the Put Commencement Date upon the occurrence of any one of certain events, as set forth in Section 3 of the Third Amendment; and

L. The Parties desire to further amend the Amended VSA as set forth in this Sixth Amendment in order to memorialize the mutual agreement set forth in the previous recital and the remainder of this Sixth Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated in this Sixth Amendment, and for other good and valuable consideration, including the mutual obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Forbearance. Each of St. George and Dove agrees to forbear from exercising its Put Option during the Put Exercise Period that commenced on October 1, 2014, in consideration of UAHC’s agreement to postpone the Put Commencement Date until April 1, 2015, pursuant to Section 2 of this Sixth Amendment.

2. Postponement of Put Commencement Date. The Parties agree that the Put Commencement Date shall be April 1, 2015 and that, as a result, the Put Exercise Period shall end on September 30, 2015.

3. No Other Changes. All terms of the Amended VSA, except as amended by this Sixth Amendment, remain in full force and effect.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned Parties, being duly authorized, have executed this Sixth Amendment as of the date first written above.

UNITED AMERICAN HEALTHCARE CORPORATION

By:	/s/ Robert T. Sullivan
Name:	Robert T. Sullivan
Title:	Secretary, Treasurer and CFO


ST. GEORGE INVESTMENTS, LLC

By:	Fife Trading, Inc.,
	an Illinois corporation,
	its Manager

	By:	/s/ John M. Fife
	Name:	John M. Fife
	Title:	President


THE DOVE FOUNDATION

By:	/s/ James M. Delahunt
Name:	James M. Delahunt
Title:	Trustee