================================================================================
Securities and Exchange Commission
Washington, DC 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) November 17, 2004
PATIENT INFOSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22319 16-1476509
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
------------------------------------------ -------------------------------------
46 Prince Street, Rochester, New York 14607
------------------------------------------ -------------------------------------
------------------------------------------ -------------------------------------
(Address of Principal Executive Offices) (Zip Code)
------------------------------------------ -------------------------------------
Registrant's telephone number, including area code: (585) 242-7200
(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 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 17, 2004, the Registrant elected Edward B. Berger, Robert M.
Kaufman and Donald R. Ryan to serve as directors on the Registrant's Board of
Directors.
Edward B. Berger, 75 (new independent director). Mr. Berger is currently
Chairman and Chief Executive Officer of Equity Acquisitions Incorporated,
Chairman of the Board of Directors of Southwest Business Systems, Director
and Chairman of the Audit Committee of CardSystems Solutions and Director
of Compass Bank of Tucson, AZ. Mr. Berger has been admitted to practice law
by the U.S. Supreme Court, New York Bar, Arizona Bar, District of Columbia
Bar, U.S. District Court-Arizona and the U.S. Court of Appeals 9th Circuit.
Mr. Berger is currently an Adjunct Professor in Political Science at Prima
Community College and is the Chairman of the MBA Advisory Council at the
University of Arizona. Mr. Berger received a Juris Doctor in Law from New
York Law School and a Masters Degree in Education as well as a B.A. in
History and English from the University of Arizona.
Robert M. Kaufman, 55 (new independent director). Mr. Kaufman is currently
President and Chief Executive Officer of Oakley Investments and Director
and Chairman of the Audit Committee of Berkshire Income Realty. From June
1996 through November 2002, Mr. Kaufman was Chief Executive Officer of
MedEView, Inc. and Chief Executive Officer of CareMatrix Corporation. Prior
to 1999, Mr Kaufman spent 24 years at PriceWaterhouseCoopers, the last 15
years as a Partner in the firm. Mr. Kaufman received a Masters in Business
Administration from Cornell University and a Bachelor of Arts from Colby
College.
Donald R. Ryan, 56 (new independent director). Mr. Ryan is currently
President and Chief Executive Officer of CareCore National, LLC. Until
August 2000, Mr. Ryan was President of Practice Management Associates, Inc.
Mr. Ryan received a Masters Degree in Hospital Administration from St.
Louis University and a Bachelors of Arts Degree in Political Science with a
minor in Economics from Providence College.
In addition, on November 17, 2004, the Registrant appointed Roger
Chaufournier, the Registrant's existing Chief Executive Officer, to the position
of Chairman of the Board and Christine St. Andre, the Registrant's existing
Chief Operating Officer, to the position of President. Mr. Chaufournier will now
serve as both Chief Executive Officer and Chairman of the Board and Ms. St.
Andre will now serve as both President and Chief Operating Officer.
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.
PATIENT INFOSYSTEMS, INC.
Date: November 19, 2004 By: /s/ Kent A. Tapper
----------------- ---------------------------------
Kent A. Tapper
Sr. Vice President
principal accounting officer