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): December 22,
2008
METROPOLITAN
HEALTH NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Florida
(State or
other jurisdiction of incorporation)
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0-28456
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65-0635748
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(Commission
file number)
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(I.R.S.
Employer Identification No.)
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250
Australian Avenue South, Suite 400
West
Palm Beach, FL 33401
(Address
of principal executive offices, including zip code)
(561)
805-8500
(Registrant’s
telephone number, including area code)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct
(17 CFR 240.14d-2(b))
o
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officer
On December 22, 2008, Metropolitan
Health Networks, Inc. (the “Company”) entered into amendments (the “Amendments”)
to the employment agreements between the Company and each of the Company’s named
executive officers, including Michael M. Earley, the Company’s Chief Executive
Officer, Dr. Jose A. Guethon, the Company’s President and Chief Operating
Officer, Robert J. Sabo, the Company’s Chief Financial Officer and Roberto L.
Palenzuela, the Company’s General Counsel. The Amendments have been
made in order to bring these arrangements into compliance with Section 409A of
the Internal Revenue Code of 1986, as amended, and the regulations and other
guidance relating to Section 409A before the December 31, 2008 regulatory
compliance deadline. Compensation under arrangements that do not meet
the requirements of Section 409A is subject to additional taxes, including a 20%
additional income tax. The Amendments are primarily technical in
nature and affect the timing, but generally not the amount, of compensation that
could be received by the named executive officers.
The Amendments are filed as exhibits to
this Current Report on Form 8-K and are incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
10.1 Amendment
to Employment Agreement by and between the Company and Michael M.
Earley
10.2 Amendment
to Employment Agreement by and between the Company and JoseA. Guethon,
M.D.
10.3 Amendment
to Employment Agreement by and between the Company and Roberto J.
Sabo
10.4 Amendment
to Employment Agreement by and between the Company and Roberto L.
Palenzuela
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.
Date: December
23, 2008
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By:
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/s/ Roberto L.
Palenzuela
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Secretary
and General Counsel
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