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) June 14, 2005
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MONEY CENTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-49723 23-2929364
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
700 South Henderson Road, Suite 325, King of Prussia, PA 19406
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 354-8888
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Not Applicable
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(Former name or former address, if changed since last report.)
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 40.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
Item 1.01 Entry into a Material Definitive Agreement.
Money Centers of America, Inc. (the "Company") and Jason P. Walsh entered
into an employment agreement dated June 14, 2005 (the "Employment Agreement")
for Mr. Walsh to be employed as the Company's Vice President - Finance and Chief
Financial Officer.
The employment term commences on June 14, 2005 and continues until the
close of business on December 31, 2006, with automatic annual renewals
thereafter unless either party gives notice of non-renewal at least thirty days
prior to automatic renewal. Mr. Walsh's annual salary during the term of his
employment under the Employment Agreement shall be no less than $120,000. In
addition, Mr. Walsh was granted options to purchase 200,000 shares of the
Company's common stock with an exercise price of $.42 per share under the
Company's Amended and Restated 2003 Stock Incentive Plan, pursuant to an Award
Agreement for Non-Qualified Stock Option dated June 14, 2005 entered into
between the Company and Mr. Walsh. The options have a term of ten years and are
exercisable as follows: (a) 50,000 shall be exercisable immediately on the date
of grant; (b) 50,000 shall be exercisable on June 1, 2006; and (c) 100,000 shall
be exercisable on June 1, 2007.
The Employment Agreement also provides for annual bonus compensation of up
to $50,000 per year based upon the Company's achievement of growth and
performance milestones as set forth on Exhibit "A" of the Employment Agreement.
Mr. Walsh has a twelve month non-solicitation restriction following
termination of his employment with the Company for any reason other than by him
for good reason, as defined in the Employment Agreement. In the event Mr.
Walsh's employment by the Company is terminated prior to the then-current
expiration date by the Company without good cause, as defined in the Employment
Agreement, or Mr. Walsh elects early termination with good reason, the
Employment Agreement provides Mr. Walsh with 100% of his annual salary in effect
as of the date of such termination for a period of (i) the greater of four
months beginning on the date of termination or cessation of Mr. Walsh's
employment or through the end of the initial year of the term of the Employment
Agreement; or (ii) the greater of six months beginning on the date of
termination of Mr. Walsh's employment or through the end of the initial year of
the term of the Employment Agreement if such termination occurs within twelve
months following a change in control, as defined in the Employment Agreement, or
announcement of any transaction that if consummated would constitute a change of
control. In addition, Mr. Walsh would be entitled to payment of accrued but
unused vacation time through the termination date and a fraction of any
performance bonus otherwise payable to him, and all unvested stock options held
by Mr. Walsh would automatically vest.
The above summary is qualified in its entirety by reference to the
Employment Agreement and the Award Agreement for Non-Qualified Stock Option,
copies of which are included as Exhibits 10.1 and 10.2, respectively, of this
Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 14, 2005, the Board of Directors appointed Jason P. Walsh as Chief
Financial Officer of the Company. As described above in Item 1.01 of this
Current Report on Form 8-K, Mr. Walsh also entered into an employment agreement
with the Company. From 1997 until his employment with the Company, Mr. Walsh
worked for Robert J. Kratz & Company, a certified public accounting firm located
in Paoli, Pennsylvania. At Robert J. Kratz & Company, Mr. Walsh was responsible
for the compilation of financial statements, the preparation of individual,
corporate, partnership and trust tax returns, setting up new businesses, and
performing various accounting and consulting services. Mr. Walsh is a
Pennsylvania Certified Public Accountant. Mr. Walsh received a Bachelors of
Science degree in Accounting from Drexel University.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
10.1 Employment Agreement, dated as of June 14, 2005, by and between Money
Centers of America, Inc. and Jason P. Walsh.
10.2 Award Agreement for Non-Qualified Stock Option, dated as of June 14,
2005, by Money Centers of America, Inc. to Jason P. Walsh.
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 thereunto duly authorized.
MONEY CENTERS OF AMERICA, INC.
Date: June 20, 2005 By: /s/ Christopher M. Wolfington
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Christopher M. Wolfington
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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10.1 Employment Agreement, dated as of June 14, 2005, by and between Money
Centers of America, Inc. and Jason P. Walsh.
10.2 Award Agreement for Non-Qualified Stock Option, dated as of June 14,
2005, by Money Centers of America, Inc. to Jason P. Walsh.