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 report): February 12, 2006
AMS HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 001-13343 73-1323256
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
711 NE 39th Street, Oklahoma City, OK 73105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-0131
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
Information to be Included in the Report
Item 5.02. Departure of Directors or Principal Officers; Election of Directors
Appointment of Principal Officers
On February 12, 2006, John Hail announced his retirement as Chief Executive
Officer and Director of AMS Health Sciences, Inc. (the "Company") effective
immediately. Mr. Hail will become a consultant of the Company and will continue
to be involved with the Company's marketing efforts.
The Board of Directors held a meeting February 12, 2006 in the wake of Mr.
Hail's retirement and appointed Jerry W. Grizzle and Robin L. Jacob to fill
vacancies on the Company's Board of Directors. Additionally, the Board appointed
Mr. Grizzle as Chairman of the Board, President and Chief Executive Officer and
Ms. Jacob as Vice President, Secretary, Treasurer and Chief Financial Officer.
Prior to their appointments Mr. Grizzle was serving as President of the Company
and Ms. Jacob was serving as interim Chief Financial Officer and Assistant
Secretary of the Company.
Jerry W. Grizzle, age 52, has served as President of the Company since
January 25, 2006. Mr. Grizzle has served as President/CEO of Orbit Finer Foods,
Skolniks, and, most recently, CD Warehouse. Mr. Grizzle resigned from CD
Warehouse on October 31, 2001 to resume active duty after the September 11, 2001
attacks. Mr. Grizzle served as the Commander of Joint Task Force Civil Support
from October 2001 until his release from active duty in December 2004. Mr.
Grizzle retired from the military in 2005. Mr. Grizzle holds a Bachelor of
Science Degree in Accounting from Southwestern Oklahoma State University, an MBA
from the University of Central Oklahoma, and a PhD in Marketing from Oklahoma
State University.
Robin L. Jacob, age 40, has served as interim Chief Financial Officer of
the Company since December 9, 2005. Prior to that time, Ms. Jacob served as
Controller of the Company from May 2001, and was appointed Assistant Secretary
of the Company in September 2002. Ms. Jacob holds a Bachelor of Science Degree
in Accounting from East Central Oklahoma State University, an MBA in Finance
from Oklahoma City University, and is a Certified Public Accountant licensed in
the state of Oklahoma.
Item 8.01. Other Events
On February 13, 2006, the Company timely submitted a plan to the American
Stock Exchange (the "AMEX") detailing the steps that it is taking to regain
compliance with the AMEX's continued listing standards. The AMEX has forty-five
(45) days from its receipt of AMS's plan to accept or reject the plan.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated February 16, 2006
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AMS HEALTH SCIENCES, INC.
/s/ Jerry W. Grizzle
By: Jerry W. Grizzle
Chairman, President and Chief Executive
Officer
Date: February 16, 2006
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
99.1 Press release dated February 16, 2006 Filed herewith electronically