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: February 26, 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
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(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
1.01 Entry into a Material Definitive Agreement.
On
February 26, 2010, MedCom USA Inc. ("MedCom") and Card Activation Technologies,
Inc. ("Card") entered into a Settlement Agreement and Mutual Release (the
"Agreement") with William Williams (a former executive of MedCom and Card), Eva
Williams, Wilcom Inc., W.P.W. Aircraft, LLC, Williams Family Trust, and American
Nortel Communications, Inc. (collectively, the "Williams
Group"). This Agreement will serve to settle and mutually release
each member of the Williams Group, on the one hand, and MedCom and Card, on the
other hand, from any and all claims that any member of the Williams Group, and
MedCom or Card has against the other relating to certain litigation that was
filed or corporate governance claims that may arise from MedCom or
Card. As a condition to the Agreement, the Williams Group has
returned an aggregate of 20,415,651 shares of MedCom common stock and 24,150,264
shares of Card common stock. The foregoing
description of the Agreement is qualified in its entirety by reference to the
Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
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. 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: March
1, 2010