SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT

Transcription

1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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: June 13, 2011 SANOMEDICS INTERNATIONAL HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 80 SW 8th Street, Suite 2180 Miami, Florida (Address of principal executive offices) (Zip Code) (305) Registrant's telephone number, including area code (Former name or former address, if changed since last report.) Check the appropriate box below of 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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) 1

2 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In January 2010 we entered into a distribution agreement with Watermark Medical LLC, Boca Raton, Florida, to distribute our current and future products to the physicians and hospitals markets within the United States and, on a case-by-case basis, internationally, for a term of three years, automatically renewable for successive one-year terms subject to notice of non-renewal. In connection with this agreement, in January 2010 we sold to SOGE Sanomedics, LLC, an affiliate of the distributor, 1,369,870 shares, representing at that time approximately 10% of our outstanding common stock. In addition, the agreement with Watermark Medical provided that it is entitled to have a representative on our Board of Directors. Accordingly, on June 13, 2011, we elected to our Board of Directors Charlie Alvarez, President of Watermark Medical. Mr. Alvarez, who is 43 years old, began a career with PSS/World Medical in 1989 after graduating cum laude from Florida State University with a B.S. in Communications. Mr. Alvarez s last position was Vice President of Corporate Development with responsibilities in acquisitions, pioneering new markets, and sales training. Mr. Alvarez joined start-up U.S. Imaging Solutions, funded with an investment from Huizenga Holdings, in October of 1999 as President and CEO. Since that time, U.S. Imaging Solutions has grown over 1500% and was ranked #1 in the Fast Track 40 in the South Florida Business Journal. In April of 2003, Mr. Alvarez joined PDSHeart as Executive Vice President of Sales, responsible for expanding the sales force to cover the entire continental U.S. In March of 2007, PDSHeart was acquired by CardioNet. Mr. Alvarez joined CardioNet as Executive Vice President. Mr. Alvarez was responsible for leading the sales force and to expand the CardioNet product offering to physicians across the country. In 2008, Mr. Alvarez co-founded South Ocean Growth Equity, a venture capital firm based in Boca Raton, Florida. In 2008, Mr. Alvarez co-founded Watermark Medical, and he has served as its president since its inception. He is building an innovative sales company that focuses on sleep apnea services which will be marketed to physician s offices and hospitals in the US through both a direct sales force and through medical product distributors. Mr. Alvarez has sat on the Board of Directors of the Latin Chamber of Commerce of Broward County, the Board of Governors for the Greater Miami Chamber of Commerce and the Board of Directors for the Wellness Community of Miami. Mr. Alvarez volunteered as a Chairperson for the Cystic Fibrosis Foundation of Miami-Dade County and was awarded the 2002 Carlos Arboleya Award for Community Service for Leadership Miami. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release of the Company dated June 13,

3 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. Sanomedics International Holdings, Inc. (Registrant) Date: June 13, 2011 By: /s/ Keith Houlihan Keith Houlihan President 3

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5 Exhibit 99.1 Press Release FOR IMMEDIATE RELEASE Contact: Keith Houlihan Charlie Alvarez Joins Board of Sanomedics International Holdings Mr. Alvarez is Co-founder and President of Watermark Medical Watermark Medical provides innovative sleep apnea healthcare solutions for physicians and hospitals to improve the quality of patient care Sanomedics International Holding manufacturers and distributes innovative professional and home health diagnostic devices and products Miami, June 13, (Pink Sheets: SIMH) Craig Sizer, Co-founder and Chairman, with Keith Houlihan, Co-founder and President of Sanomedics International Holdings LLC today announced the appointment of Charlie Alvarez, Co-founder and President of Watermark Medical, to the Sanomedics Board of Directors. The addition of Charlie to the Sanomedics Board and the expertise he brings, is an important milestone in the growth of the company", said Craig Sizer Chairman and Co-founder. Charlie's business acumen is second-to-none. His successful track record in developing, launching and growing solution-driven healthcare companies will accelerate the growth of our innovative line, of easy-to-use professional and medical home diagnostic devices." "In working closely with Charlie on the distribution of Sanomedics products through Watermark Medical, we realized early on that adding Charlie to the Sanomedics Board was a top priority, said Keith Houlihan, Co-founder and President. "Charlie understands the mission of Sanomedics. Charlie's values and dedication to providing innovative, high-quality, affordable healthcare solutions to medical professionals and consumers through Watermark Medical, only adds to our growing reputation as a leading medical device innovator." "I am pleased and excited to join the Board of Directors of Sanomedics", said Charlie Alvarez, Co-founder and President of Watermark Medical. "Sanomedics was one of the first companies to realize how important it was for the healthcare consumer to be able to quickly identify potential illness and seek appropriate medical care. The values of Sanomedics and their dedication to providing innovative, solution-driven, professional and home medical devices, creates a dynamic combination." About Sanomedics Sanomedics International Holdings, Inc. (SIMH) manufactures and distributes innovative professional medical, as well as, home health diagnostic devices and products. As a pioneer in the trend toward preventive medicine, Sanomedics goal is to act as a bridge between the hightechnology medical world and the home healthcare environment. All Sanomedics professional and home healthcare diagnostic products are extremely easy to use, while providing accurate results in less than one second. About Watermark Medical, LLC. Watermark Medical, LLC, (WM) is a privately held medical device, services and distribution company. WM s distribution focus combines innovative medical diagnostic and therapy technologies with extensive U.S. and global sales channels to doctors, hospitals, clinics and the home healthcare industry. WM s highly experienced team of seasoned industry professionals have a proven ability to combine innovative technology solutions and outstanding sales channels for medical devices and services. WM s leadership also has proven success in the acquisition and integration of operating companies. WM s extensive industry network and strategic relationships bring an unprecedented level of business experience to clients and customers. Forward Looking Statements This press release may contain statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the intent belief or current expectations of the Company, its directors, or its officers with respect to the future operating performance of the Company Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. The Company's periodic filings with the Securities and Exchange Commission should be viewed for a complete understanding of risk and uncertainty Sanomedics International Holdings Inc. All rights reserved.

6 2011 Sanomedics International Holdings Inc. All rights reserved.