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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): December 5, 2014 (January 30, 2014)

Date of Report (Date of earliest event reported): October 15, 2014

FIRST PHYSICIANS CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30326

77-0557617

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

433 North Camden Drive, #810

Beverly Hills, California 90210

(Address of Principal Executive Offices) (Zip Code)

(310) 860-2501

(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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	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))

~~Item~~EXPLANATORY ~~5.03~~NOTE ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

On October 1527, 2014, First Physicians Capital Group, Inc. (the ~~Board~~ of“Company”) ~~Directors~~effected a 1-for-2,000 share reverse stock split (the “~~Board~~Reverse Stock Split”) of ~~First~~its ~~Physicians~~common ~~Capital Group~~stock, ~~Inc~~par value $0.01 per share (the “~~Company~~Common Stock”). ~~approved~~The anReverse ~~amendment~~Stock ~~and~~Split ~~restatement~~reduced the number of record holders of the Common Stock to fewer than 300. The Company’s ~~bylaws~~intends to ~~provide~~file ~~that~~a ~~all~~Form ~~shares~~15 with the Securities and Exchange Commission (“SEC”) to terminate the registration of ~~capital~~the ~~stock~~Common ~~issued~~Stock ~~after~~under ~~October~~Section ~~15,~~12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and to suspend its reporting obligations under ~~2014~~Section 15(d) ~~will~~of bethe ~~uncertificated~~Exchange Act. In connection with the filing of the Form 15, ~~except~~this asCurrent ~~otherwise~~Report ~~provided~~on ~~for~~Form 8-K (the “Report”) is being filed to disclose certain historical events occurring in the past three fiscal years that were not previously reported on a ~~resolution~~Current ~~approved~~Report byon ~~the~~Form ~~Board~~8-K.

~~The~~Item ~~foregoing~~1.01 ~~summary~~Entry ofinto ~~the Company’s Third Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws,~~ a ~~copy~~Material ofDefinitive ~~which is filed as Exhibit 3~~Agreement.~~1 hereto.~~

~~Item~~2009 ~~5.07.~~Bridge ~~Submission~~Note ofDefault ~~Matters~~Waiver ~~for a Vote of Security Holders~~

OnDuring ~~October 15, 2014,~~ the ~~Company~~fiscal ~~held~~year ~~its annual~~ended ~~meeting~~September 30, ~~of stockholders (the “Meeting”). On all matters at the Meeting~~2009, the ~~holders~~Company ofentered ~~the~~into ~~Company’s~~a ~~common~~bridge ~~stock~~financing transaction (the “~~Common~~2009 ~~Stock~~Bridge Financing”), ~~together~~which ~~with~~was consummated ~~holders~~in ofthree ~~the~~separate ~~Company’s~~closings ~~Series~~with ~~1-A~~various ~~Convertible Preferred Stock~~lenders, ~~Series~~including ~~2-A~~SMP ~~Convertible Preferred Stock~~Investments, ~~Series~~LLC ~~5-A Convertible Preferred Stock and Series 6-A Convertible Preferred Stock~~ (~~collectively, the~~ “~~Preferred Stock~~SMP”), ~~voted~~Anthony ~~as a single class~~J. ~~The~~Ciabattoni ~~votes~~and ofWilliam ~~holders~~A. ofHoulihan. ~~outstanding Common Stock plus the votes of Preferred Stock equaled 64~~SMP,~~882,753~~ ~~votes~~Mr. Ciabattoni ~~(the~~and ~~“Eligible Votes”)~~Mr. Houlihan Ineach ~~addition,~~hold ~~the~~a ~~holders~~10% ofor ~~Common~~greater ~~Stock~~voting ~~voted~~interest in ~~separately~~the onCompany ~~Proposal~~and NoMr. 1Houlihan ~~regarding~~is ana ~~amendment~~member toof the Company’s ~~Certificate~~Board of ~~Incorporation~~ ~~to effect the Reverse Stock Split (as defined below)~~Directors. ~~The~~On ~~results~~April 7, of2014, ~~voting on~~ the ~~proposals~~Company ~~submitted~~paid toall aoutstanding ~~vote~~principal ofand ~~the~~accrued ~~Company’s~~interest ~~stockholders~~on at the ~~Meeting~~2009 ~~were~~Bridge asNotes. ~~follows:~~

~~Proposal~~On ~~No.~~January 130, ~~Amendment~~2014, ofeach ~~Certificate~~lender ofin ~~Incorporation~~the to2009 ~~Effect~~Bridge aFinancing ~~Reverse~~agreed ~~Stock~~to ~~Split.~~waive ~~The~~any ~~stockholders~~prior ~~approved~~Event ~~an amendment to the Company’s Certificate~~ of ~~Incorporation~~Default to(as ~~effect~~that aterm ~~reverse~~is ~~stock~~defined ~~split~~in of the ~~Company’s~~bridge ~~Common~~notes issued ~~Stock~~in ~~at a ratio of 1-for-2,000 shares (~~the ~~“Reverse~~2009 ~~Stock~~Bridge ~~Split”~~Financing). ~~The results of the vote were as follows:~~

	For		Against		Abstain		BrokerNon-Votes
Common Stock		10,839,680		457,432		1,986		1,039,258
Eligible Votes		42,673,239		1,775,832		1,986		1,039,258

The foregoing description of the waiver of prior Events of Default is qualified in its entirety by reference to the Form of Waiver of Default, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.

~~Proposal~~2012 ~~No. 2~~Bridge ~~Election~~Note ~~of Directors. All of the nominees for director were elected to serve for a one-year term~~Default Waiver and toExtension ~~serve until the next annual meeting in which their successors are elected, or, if earlier, until their retirement, resignation or removal. The results of the election were as follows:~~

Name of Director	For		Withheld		BrokerNon-Votes
William A. Houlihan		42,155,886		2,295,171		1,039,258
Sean Kirrane		42,860,285		1,590,772		1,039,258
Brian Potiker		42,860,285		1,590,772		1,039,258
Robert N. Schwartz, Ph.D.		42,903,929		1,547,128		1,039,258
Richardson E. Sells		42,860,286		1,590,771		1,039,258

Beginning in February 2012, the Company entered into a staggered bridge financing transaction (the “2012 Bridge Financing”) whereby it entered into three promissory notes, in the aggregate principal amount of $1,279,000 (the “2012 Bridge Notes”), with SMP, Mr. Ciabattoni and Mr. Houlihan (the “2012 Lenders”). The 2012 Bridge Notes funded as follows; $340,000, $320,000, $390,000 and $229,000 in February, March, April, and May of 2012, respectively. The 2012 Bridge Financing was considered a related party transaction. The 2012 Bridge Notes were paid in full, less accumulated interest, in the second and third quarters of the fiscal year ended September 30, 2013, in installments of $225,000 and $1,054,000, respectively. On April 7, 2014, the Company paid the outstanding accrued interest related to the 2012 Bridge Notes.

~~Proposal~~On ~~No.~~January 330, ~~Advisory~~2014, ~~Vote~~each on2012 ~~Frequency~~Lender ofagreed ~~Executive~~to ~~Compensation~~waive ~~Vote.~~any ~~The~~prior ~~stockholders~~Event ~~recommended,~~of onDefault ~~a non-binding,~~(as ~~advisory basis,~~ that ~~the~~term ~~Company~~is ~~hold~~defined ~~future~~in ~~non-binding,~~the ~~advisory~~2012 ~~votes~~Bridge Notes) onand ~~executive~~the ~~compensation~~maturity ~~every~~of ~~three~~the ~~years.~~2012 ~~The~~Bridge ~~results~~Notes ofwas ~~the~~extended ~~advisory~~until ~~vote~~June 30, ~~were~~2014. ~~as follows:~~

Every Year		Every Other Year		Every Three Years		Abstain		BrokerNon-Votes
6,689,838		14,458		37,289,057		457,704		1,039,258

The foregoing descriptions of the waiver of prior Events of Default and the extension of the maturity of the 2012 Bridge Notes are qualified in their entirety by reference to the Form of Waiver of Default and Form of 2012 Bridge Notes, copies of which are filed as Exhibit 10.2 and 10.3, respectively, to this Report and are incorporated herein by reference.

~~The~~1 Board has considered these results and determined that if the Company were to continue to have a class of securities registered under the Securities Exchange Act of 1934, as amended, it would hold a non-binding, advisory vote on the frequency of advisory votes on executive compensation every three years until the next required

advisory vote on executive compensation. However, because Proposal No. 1 was approved and the Company intends to deregister the Common Stock following the effectiveness of the Reverse Stock Split, the Company does not presently intend to hold advisory stockholder votes on executive compensation in the future.

Proposal No. 4 Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the non-binding, advisory vote were as follows:

Votes For		Votes Against		Abstain		BrokerNon-Votes
41,996,054		1,172,876		1,282,127		1,039,258

Proposal No. 5 Ratification of Independent Public Accounting Firm. The stockholders ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014. The vote on the ratification was as follows:

For		Against		Abstain
43,594,311		1,460,109		435,895

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Third Amended and Restated Bylaws, effective October 15, 2014
10.1		Form of 2009 Bridge Note Waiver of Default
10.2		Form of 2012 Bridge Note Waiver of Default
10.3		Form of 2012 Promissory Note (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Securities and Exchange Commission on April 4, 2014)

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.

FIRST PHYSICIANS CAPITAL GROUP, INC.

Date: October 21, 2014

/s/ Sean Kirrane

Date: December 5, 2014

/s/ Sean Kirrane

Sean Kirrane

Sean Kirrane President and Chief Executive Officer

President and Chief Executive Officer

Filing Compare · First Physicians Capital Group, Inc.