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): April 27, 2009 (April 21,
2009)
ALLIED HEALTHCARE INTERNATIONAL
INC.
(Exact Name of Registrant as
Specified in Charter)
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| 1-11570 |
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13-3098275 |
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| (Commission File Number) |
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(IRS Employer Identification
Number) |
New York
(State or Other Jurisdiction of
Incorporation)
245 Park Avenue, New York, New York
10167
(Address of Principal Executive
Offices)
(212) 750-0064
(Registrant’s Telephone Number,
Including Area Code)
(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:
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Written communications pursuant to Rule 425 under the
Securities Act. |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act. |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act. |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange
Act. |
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN
OFFICERS. |
(e) Executive Compensation
Arrangements.
On April 21, 2009, the Board of
Directors of Allied Healthcare International Inc. (the “Company”), upon the
recommendation of the Compensation Committee, made a grant of 566,135 stock
appreciation rights to Alexander (Sandy) Young, the Chief Executive Officer of
the Company. The stock appreciation rights will vest on September 30, 2011
and will be settled in shares of common stock of the Company. The exact amount
of stock appreciation rights to be awarded to Mr. Young will be dependent
on the average growth during the period from October 1, 2009 through
September 30, 2011 in sales, earnings per share and earnings before interest,
taxes and amortization (EBITA) of the Company as compared to the base year ended
September 30, 2007. However, the potential maximum value of the stock
appreciation rights (when aggregated with the value of the vested portion of the
option to purchase 200,000 shares of the Company common stock held by
Mr. Young) will be capped at three million pounds (£3,000,000). The
anticipated grant of the stock appreciation rights was previously disclosed by
the Company in its Current Report on Form 8-K that was filed with the Securities
and Exchange Commission on January 14, 2008 in connection with Mr. Young’s
appointment as the Chief Executive Officer of the Company.
In addition, on April 21, 2009,
the Board of Directors of the Company, upon the recommendation of the
Compensation Committee, finalized the performance-based vesting conditions of
the 200,000 options to purchase shares of common stock of the Company that had
been granted to Mr. Young in February 2008 at an exercise price of
$2.11 per share. The vesting of the stock options will be dependent on the same
performance metrics as are applicable to the stock appreciation rights.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press release, dated
April 27, 2009, of Allied Healthcare International Inc.