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DYII > SEC Filings for DYII > Form 8-K on 30-Oct-2012All Recent SEC Filings

Show all filings for DYNACQ HEALTHCARE INC



Change in Directors or Principal Officers, Financial Statements and Exhibit

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Definitive Information Statement (the "Information Statement") of Dynacq Healthcare, Inc. (the "Company") filed with the Securities and Exchange Commission on October 9, 2012, stockholders holding at least two-thirds of the voting power of the issued and outstanding shares of the common stock of the Company approved the removal of Ping S. Chu, James G. Gerace and Stephen L. Huber from their positions as members of the Board of Directors of the Company (the "Board"), effective as of October 30, 2012.

On October 24, 2012, James G. Gerace sent a letter of resignation to the chief executive officer of the Company, which letter was dated October 19, 2012, stating that Mr. Gerace is resigning from the Board effective immediately. Mr. Gerace served as the chairman of the audit committee of the Board and as a member of the Board's compensation committee. In the letter of resignation, Mr. Gerace alleged certain failures of the chief executive officer of the Company as being among his reasons for resigning. The Company disagrees with the allegations set forth in the letter of resignation. As required by Item 5.02 of Form 8-K, we are filing Mr. Gerace's resignation letter with this current report on Form 8-K as Exhibit 17.1 (this "Current Report").

On October 30, 2012, the Company provided a copy of the disclosures made in Item 5.02 of this Current Report to Mr. Gerace. Mr. Gerace has the opportunity to furnish to the Company, as promptly as possible, a letter addressed to the Company stating whether or not he agrees with the statements made by the Company in response to Item 5.02 of this Current Report, and if not, stating the respects in which he does not agree.

Also on October 30, 2012, the stockholder approval described in the Information Statement became effective and Ping S. Chu and Stephen L. Huber were removed from their positions as members of the Board. At the time of their removal, Messrs. Chu and Huber served as members of the Board's audit committee and compensation committee.

Item 9.01-Financial Statements and Exhibits

(d) Exhibits

      Number    Exhibit Description

      17.1      Resignation letter of James G. Gerace sent October 24, 2012

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