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: January 28, 2010
(Date
of earliest event reported)
MedCom
USA, Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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0-25474
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65-0287558
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification
Number)
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7038
E. 5th
Avenue
Scottsdale,
AZ 85251
(Address
of principal executive offices, including zip code)
(480)-970-1540
(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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (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
7.01 Regulation FD Disclosure.
MedCom
USA, Inc. ("MedCom" or the "Company") believes that it has reached an agreement
in principle with William Williams, a former officer and director of the
Company, pursuant to which Mr. Williams will return all shares of MedCom and
Card Activation Technologies, Inc. ("Card") owned by himself, his wife or any
entities he controls to either MedCom or Card as a first step towards the
resolution of claims that MedCom and Card may have against Mr.
Williams. Negotiations with Mr. Williams are on-going, and there can
be no assurance that any agreement will be reached on the terms proposed or on
any other terms.
Certain
statements in this Form 8-K that are not historical facts are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements may be identified by the use of words such
as “anticipate,” “believe,” “expect,” “future,” “may,” “will,” “would,”
“should,” “plan,” “projected,” “intend,” and similar
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of MedCom to be materially different from
those expressed or implied by such forward-looking
statements. MedCom’s future operating results are dependent upon many
factors, including, but not limited to, MedCom’s ability to: (i) build the
management and human resources and infrastructure necessary to support the
growth of its business; (ii) obtain sufficient capital to pay existing debts;
(iii) competitive factors and developments beyond MedCom’s control; and (iv)
other risk factors discussed in MedCom’s periodic filings with the Securities
and Exchange commission, including MedCom’s Form 10-K filed on September 29,
2008. MedCom undertakes no obligation to update any forward-looking statements
made in this Form 8-K to reflect future events or
developments.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MedCom
USA, Incorporated
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By:
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/s/
Robert H. Kite |
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Robert
H. Kite
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Chairman
of the Board
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Date: January
29, 2010