================================================================================ 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 July 2, 2004 SURGICARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16587 58-1597246 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 12727 Kimberly Lane, Suite 200 HOUSTON, TEXAS 77024 (Address of principal executive offices) (713) 973-6675 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 23, 2004, SurgiCare finalized negotiations with American International Industries, Inc. ("AII") to sell its five tracts of undeveloped land to AII for $250,000 and the assumption of its loan of approximately $1.2 million. The land was held by SurgiCare for investment purposes. This agreement was made in connection to an agreement to convert Surgicare's Series AA Redeemable Preferred Stock held by AII into SurgiCare common shares. ITEM 5. OTHER EVENTS. On July 1, 2004, SurgiCare, Inc., a Delaware corporation, issued a press release announcing that it has entered into agreements to: convert its Series AA Redeemable Preferred Stock to common; sell its five tracts of undeveloped land; and settle its debt with its senior lender. The Company also announced a change in its CFO Position. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following is a list of exhibits filed as part of this Form 8-K. Exhibit No. Description of Document ----------- ----------------------------------------------------------------- 3.1 Certificate of Designation, Powers, Preferences and Rights of Series AA Preferred Stock, par value $.001 per share of SurgiCare, Inc. 99.1 Press release dated July 1, 2004. SurgiCare Enters into Agreement to Convert Preferred Stock to Common; Negotiates Land Sale and Debt Settlement; Announces Change in CFO Position. 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. SURGICARE, INC. Date: July 2, 2004 By: /s/ Keith LeBlanc ------------------------------------- Keith LeBlanc President and Chief Executive Officer Exhibit Index Exhibit No. Description of Document ----------- ----------------------------------------------------------------- 3.1 Certificate of Designation, Powers, Preferences and Rights of Series AA Preferred Stock, par value $.001 per share of SurgiCare, Inc. 99.1 Press release dated July 1, 2004. SurgiCare Enters into Agreement to Convert Preferred Stock to Common; Negotiates Land Sale and Debt Settlement; Announces Change in CFO Position.