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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): May 24, 1999
NORTHSTAR HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-21752 25-1697152
(State or other jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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665 PHILADELPHIA STREET, INDIANA, PENNSYLVANIA 15701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (724) 349-7500
Not Applicable
(Former name or former address, if changed from last report)
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ITEM 5. OTHER EVENTS
Resignation of Chief Financial Officer
Lisa S. Guarino, the Company's Executive Vice-President, Chief
Financial Officer, Treasurer, and Principal Accounting Officer, has resigned
from these positions effective June 4, 1999. Ms. Guarino, who is leaving to
pursue her own consulting and financial services business, has agreed to
continue to assist the Company as a financial advisor, on an as needed basis,
with issues related to the Finance Department and other matters. The Company is
presently searching for a replacement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses being acquired: None.
(b) Pro Forma financial information: None.
(c) Exhibits:
(99.1) Press Release, dated May 27, 1999, issued by the Company.
(99.2) Termination of Letter of Employment between Northstar
Health Services, Inc., and Lisa S. Guarino, CPA, dated
May 24, 1999.
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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 hereunto duly authorized.
Northstar Health Services, Inc.
/s/ Thomas W. Zaucha
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Name: Thomas W. Zaucha
Title: Chairman, CEO, President and Director
(Principal Executive Officer)
/s/ Lisa S. Guarino
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Name: Lisa S. Guarino
Title: Executive Vice-President, Chief Financial
Officer and Treasurer
(Principal Accounting and Financial Officer)
May 27, 1999
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Exhibit 99.1
Contact: Thomas W. Zaucha, Chairman and CEO
Northstar Health Services, Inc.
(724) 465-3200
FOR IMMEDIATE RELEASE
NORTHSTAR HEALTH ANNOUNCES RESIGNATION OF CFO
INDIANA, PA - MAY 27, 1999 -- Northstar Health Services, Inc. (OTCBB:NSTR),
announced today the resignation of Lisa S. Guarino, CPA, the Company's Executive
Vice-President, Chief Financial Officer, and Treasurer, effective June 4, 1999.
Ms. Guarino has agreed to continue to assist the Company as a financial advisor,
on an as needed basis, with issues related to the Finance Department and other
matters.
Ms. Guarino, who is leaving to pursue her own consulting and financial services
business, stated, "My experience at Northstar has been professionally
challenging and rewarding, and I am appreciative of the opportunities that I
have had. The knowledge that I have gained over the years is invaluable, and I
am sure it will serve me well in my future endeavors. I look forward to
continuing my relationship with Northstar in a new capacity."
The Company is presently searching for a replacement. According to Thomas W.
Zaucha, Chairman and CEO of Northstar Health Services, Inc., "It is with deep
regret that I have accepted Lisa's resignation as CFO, as she has been a valued
member of the management team at Northstar. However, I am pleased that she has
agreed to continue her association with the Company, and that we will have
access to her knowledge and expertise as needed."
Northstar Health Services, Inc., is a leading provider of physical
rehabilitation and contracted long term care services at outpatient
rehabilitation clinics and by contract to other healthcare facilities in
Pennsylvania, Ohio and West Virginia.
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including, without limitations, changes in policies regarding
reimbursement, increased levels of competition, competition for qualified
personnel, the outcomes of current litigation involving the Company, defaults in
borrowing arrangements, outcome of debt restructuring negotiations, and the
ability to have its Common Stock relisted on a national market or exchange and
other risks detailed from time to time in the Company's SEC reports.
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Exhibit 99.2
TERMINATION OF LETTER OF EMPLOYMENT
This agreement, effective June 4, 1999, by and between Northstar Health
Services, Inc. (NSH), Indiana, Pennsylvania, 15701, and Lisa S. Guarino, CPA, 72
Shady Drive, Indiana, Pennsylvania, 15701 (LSG), terminates the Letter of
Employment effective September 1, 1997, between the aforementioned parties under
the following terms and conditions:
1. LSG hereby resigns as the Executive Vice-President, Chief Financial Officer
and Treasurer of NSH effective June 4, 1999. LSG will thereafter be
employed on a part-time, as needed, basis to assist the Company with issues
related to the Finance Department and other matters as mutually agreeable.
Dates and hours of work will be determined on a mutually agreeable basis.
2. LSG will be paid at the rate of $65.00 per hour for all hours worked after
June 4, 1999. All other benefits will be limited to those customary for a
casual, part-time employee.
3. If a change of control (as defined in the Letter of Employment effective
September 1, 1997) takes place prior to May 31, 2000, and LSG has
represented the Company in any capacity in the due diligence process (as
evidenced by hours documented on LSG's Employee Timesheets), LSG will be
granted a bonus of $60,000 on the closing date of the change of control, to
be paid within fourteen (14) days.
Agreed to this 24th day of May, 1999, by:
/s/ Lisa S. Guarino /s/ Thomas W. Zaucha
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Lisa S. Guarino, CPA Thomas W. Zaucha, CEO
Northstar Health Services, Inc.
/s/ Denise A. Shildt /s/ Charles R. Quiggle
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Witness: Denise A. Shildt Witness: Charles R. Quiggle
