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 1, 2007
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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 jurisdiction (Commission File Number) (IRS Employer
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 amended and restated employment agreement, dated March 1, 2007 (the
"Employment Agreement"), which amended and restated the employment agreement,
dated June 14, 2005, by and between the Company and Mr. Walsh. Mr. Walsh shall
serve as the Company's Chief Financial Officer and Chief Operating Officer.
The term of the Employment Agreement was retroactive to December 31, 2006
and continues until the earlier of Mr. Walsh's death or termination by either
the Company or Mr. Walsh. Mr. Walsh's annual salary shall be no less than
$170,000. Upon termination of the Employment Agreement within six (6) months
following a change in control of the Company (as defined in the Employment
Agreement) either by the Company without cause or by Mr. Walsh, Mr. Walsh will
receive severance pay equal to one year's salary.
In addition, Mr. Walsh was granted options to purchase 500,000 shares of
the Company's common stock with an exercise price of $.38 per share under the
Company's Amended and Restated 2003 Stock Incentive Plan (the "Options"). The
Options have a term of ten years and are exercisable as follows: (i) Two Hundred
Fifty Thousand (250,000) options are exercisable on July 1, 2007; and (ii) Two
Hundred Fifty Thousand (250,000) options are exercisable on December 31, 2007,
in each case as long as Mr. Walsh is employed by the Company. The Options are
immediately exercisable following a change in control of the Company. If Mr.
Walsh's employment by the Company is terminated by the Company without good
cause or Mr. Walsh elects early termination with good reason, all unvested
Options automatically vest.
Mr. Walsh has a twelve month non-competition and 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).
The above summary is qualified in its entirety by reference to the
Employment Agreement and the Award Agreement for Non-Qualified Stock Option,
dated March 1, 2007, by the Company to Mr. Walsh, copies of which are included
as Exhibits 10.1 and 10.2, respectively, of this Form 8-K and incorporated
herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective March 1, 2007, Jason P. Walsh was appointed as the Company's
Chief Operating Officer. He will continue his position as the Chief Financial
Officer as well. Mr. Walsh has been employed by the Company as its Chief
Financial Officer since June 14, 2005. Prior to his employment with the Company,
Mr. Walsh worked for eight years with Robert J. Kratz & Company, a certified
public accounting firm located in Paoli, Pennsylvania.
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: March 7, 2007 By: /s/ Jason P. Walsh
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Jason P. Walsh
Chief Financial Officer and
Chief Operating Officer