content: As filed with the Securities and Exchange Commission on April 7, 2006
  
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                         AMERICAN CARESOURCE HOLDINGS, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
           --------------------------------------------------------------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     20-0428586
                        ------------------------------------
                        (I.R.S. Employer Identification No.)
  
                  8080 Tristar Drive, Irving, Texas         75063
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
              AMERICAN CARESOURE HOLDINGS, INC. 2005 STOCK OPTION PLAN
              --------------------------------------------------------
                              (Full Title of the Plan)
  
                                Wayne A. Schellhammer
                               Chief Executive Officer
                         American CareSource Holdings, Inc.
                                 8080 Tristar Drive
                                 Irving, Texas 75063
                       ---------------------------------------
                       (Name and Address of Agent for Service)
  
                                   (214) 596-2400
            -------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  
  <TABLE>
  <CAPTION>
  Title of                                                                                    Amount of
  Securities To Be   Amount To Be   Proposed Maximum           Proposed Maximum               Registration
  Registered         Registered     Offering Price Per Share   Aggregate Offering Price (1)   Fee
  ----------------   ------------   ------------------------   ----------------------------   ------------
  
  <S>                <C>            <C>                        <C>                            <C>
  Common Stock,      2,249,329      $5.30                      $11,921,444                    $1,276
  $0.01
  </TABLE>
  
  --------------------------------------------------------------------------------
  
  (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457 (h)(1) promulgated under the Securities Act of 1933, as
  amended, and based on the average bid and asked price of the Registrant's Common
  Stock on the Over the Counter Bulletin Board on April 6, 2006.
  
  <PAGE>
  
                                       PART I
  
        The document(s) containing the information concerning the American
  CareSource Holdings, Inc. 2005 Stock Option Plan (the "Plan") required by Item 1
  of Part I of Form S-8 and the statement of availability of Registration
  Information, Plan Information and other information required by Item 2 of Part I
  of Form S-8 will be sent or given to participants as specified by Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"). In accordance
  with Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 under the Securities Act. The Registrant shall
  maintain a file of such documents in accordance with the provisions of Rule 428.
  Upon request, the registrant shall furnish to the Commission or its staff a copy
  or copies of all of the documents included in such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. Incorporation of Documents by Reference.
  
        The following documents have been filed by American CareSource Holdings,
  Inc., a corporation organized under the laws of the State of Delaware (the
  "Company" or the "Registrant"), with the Commission and are incorporated herein
  by reference (Commission File No. 000-51603):
  
        (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005, filed on March 31, 2005; and
  
        (b)   The description of the Registrant's common stock, par value $0.01
              per share, contained in its Registration Statement on Form 8-A filed
              on November 4, 2005.
  
        Neither Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor
  Current Reports furnished under Item 12 of Form 8-K are incorporated herein by
  reference.
  
        All documents filed after the date hereof by the Registrant with the SEC
  (other than Current Reports on Form 8-K furnished pursuant to Item 9 or Item 12
  of Form 8-K, unless otherwise indicated therein) pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), and prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be part hereof from their
  respective dates of filing; provided, however, that the documents enumerated
  above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act in each year during which the offering made
  hereby is in effect prior to the filing with the Commission of the Registrant's
  Annual Report on Form 10-KSB covering such year shall not be incorporated by
  reference herein or be a part hereof from and after the filing of such Annual
  Report on Form 10-KSB.
  
  
                                        -2-
  <PAGE>
  
        Any statement contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated by reference herein
  modified or superseded such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4. Description of Securities.
  
        Not applicable.
  
  ITEM 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  
  ITEM 6. Indemnification of Directors and Officers.
  
        The Company's Certificate of Incorporation eliminates the personal
  liability to the Company or its stockholders for any breach of fiduciary duty by
  a director to the fullest extent permitted by Delaware law, except that personal
  liability shall not be eliminated or limit the liability of a director (i) for
  breach of the director's duty of loyalty to the Company or its stockholders (ii)
  for any act or omission by the director which is not in good faith or which
  involves intentional misconduct or a knowing violation of law, (iii) under
  Section 174 of the General Corporation Law of the State of Delaware, or (iv) any
  transaction from which the director derived an improper personal benefit. In
  addition, the Company's Certificate of Incorporation includes provisions to
  indemnify any officer, director, employee or agent from and against any and all
  expenses and liabilities that may be imposed upon or incurred by him in
  connection with, or as a result of, any proceeding in which he may become
  involved as a party or otherwise, by reason of the fact that he is or was a
  director, officer employee or agent of the Company, to the extent permitted by
  Delaware law as they may be amended from time to time.
  
  ITEM 7. Exemption from Registration Claimed.
  
        Not Applicable.
  
  ITEM 8. Exhibits.
  
        The Exhibits required to be filed as part of this Registration Statement
  are listed in the attached Exhibit Index.
  
  ITEM 9. Undertakings.
  
        The undersigned registrant hereby undertakes:
  
        (1)   to file, during any period in which it offers or sells securities, a
              post-effective amendment to this registration statement to:
  
  
                                        -3-
  <PAGE>
  
        (i) Include any prospectus required by Section 10(a)(3) of the Securities
  Act;
  
        (ii) Reflect in the prospectus any facts or events which, individually or
  together, represent a fundamental change in the information in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the law or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20 percent change in the
  maximum aggregate offering price west forth in the Calculation of Registration
  Fee" table in the effective registration statement; and
  
        (iii) Include any additional or changed material information on the plan
  of distribution.
  
        (2) For determining liability under the Securities Act, to treat each
  post-effective amendment as a new registration statement of the securities
  offered, and the offering of the securities at that time to be the initial bona
  fide offering.
  
        (3) To file a post- effective amendment to remove from registration any of
  the securities which remain unsold at the end of the offering.
  
        (4) For determining liability of the undersigned small business issuer
  under the Securities Act to any purchaser in the initial distribution of the
  securities, the undersigned small business issuer undertakes that in a primary
  offering of securities of the undersigned small business issuer pursuant to this
  registration statement, regardless of the underwriting method used to sell the
  securities to the purchaser, if the securities are offered or sold to such
  purchaser by means of any of the following communications, the undersigned small
  business issuer will be a seller to the purchaser and will be considered to
  offer or sell such securities to purchaser:
  
        (i) Any preliminary prospectus or prospectus of the undersigned small
  business issuer relating to the offering required to be filed pursuant to Rule
  424;
  
        (ii) Any free writing prospectus relating to the offering prepared by or
  on behalf of the undersigned small business issuer or used or referred to by the
  undersigned small business issuer;
  
        (iii) The portion of any other free writing prospectus relating to the
  offering containing material information about the undersigned small business
  issuer or its securities provided by or on behalf of the undersigned small
  business issuer; and
  
        (iv) Any other communication that is an offer in the offering made by the
  undersigned small business issuer to the purchaser.
  
  
                                        -4-
  <PAGE>
  
        Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.
  
        In the event that a claim for indemnification against such liabilities
  (other than the payment by the registrant of expenses incurred or paid by a
  director, officer or controlling person of the registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
        That for the purpose of determining liability under the Securities Act to
  any purchaser:
  
        Each prospectus filed pursuant to Rule 424(b) as part of a registration
  statement relating to an offering, other than registration statements relying on
  Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
  deemed to be part of and included in the registration statement as of the date
  it is first used after effectiveness. Provided, however, that no statement made
  in the registration statement or prospectus that is part of the registration
  statement or made in a document incorporated or deemed incorporated by reference
  into the registration statement or prospectus that is part of the registration
  statement will, as to a purchaser with a time of contract of sale prior to such
  first use, supersede or modify any statement that was made in the registration
  statement or prospectus that was part of the registration statement or made in
  any such document immediately prior to such date of first use.
  
  
                                        -5-
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas on April 7, 2006.
  
                                                AMERICAN CARESOURCE HOLDINGS, INC.
  
  
                                                By: /s/ David S. Boone
                                                    ------------------------------
                                                    David S. Boone
                                                    Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and
  appoints David S. Boone and Wayne A. Schellhammer, and each of them, as
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for and in the name, place and stead of the undersigned, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement or any registration statement for
  this offering that is to be effective upon the filing pursuant to Rule 462(b)
  under the Securities Act of 1933, as amended, and all post-effective amendments
  thereto, and to file the same, with all exhibits thereto and all other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in and
  about the premises, as fully to all intents and purposes as the undersigned
  might or could do in person, hereby ratifying and confirming all that each of
  said attorney-in-fact or substitute or substitutes, may lawfully do or cause to
  be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  By: /s/ Wayne A. Schellhammer                               April 7, 2006
      ------------------------------------                 -----------------------
      Wayne A. Schellhammer                                Date
      President, Chief Executive Officer Chairman
      and Director
      (Principal Executive Officer)
  
  
  By: /s/ David S. Boone                                      April 7, 2006
      ------------------------------------                 -----------------------
      David S. Boone                                       Date
      Chief Operating Officer, Chief Financial Officer
  
  <PAGE>
  
  By: /s/ Steven M. Phillips                                  April 7, 2006
      ------------------------------------                 -----------------------
      Steven M. Phillips                                   Date
      Controller, Principal Accounting Officer
  
  
  By: /s/ Kenneth S. George                                   April 7, 2006
      ------------------------------------                 -----------------------
      Kenneth S. George                                    Date
      Director
  
  
  By: /s/ Derace L. Schaffer                                  April 7, 2006
      ------------------------------------                 -----------------------
      Derace L. Schaffer                                   Date
      Director
  
  
  By: /s/ John Pappajohn                                      April 7, 2006
      ------------------------------------                 -----------------------
      John Pappajohn                                       Date
      Director
  
  
  By: /s/ Edward Berger                                       April 7, 2006
      ------------------------------------                 -----------------------
      Edward Berger                                        Date
      Director
  
  
  By: /s/ John W. Colloton                                    April 7, 2006
      ------------------------------------                 -----------------------
      John W. Colloton                                     Date
      Director
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1(1)         Specimen Certificate for shares of common stock of American
                 CareSource Holdings, Inc.
  4.2            American CareSource Holdings, Inc. 2005 Stock Option Plan
  5.1            Opinion of McCarter & English, LLP
  23.1           Consent of McCarter & English, LLP (included in its opinion filed
                 as Exhibit 5.1 hereto)
  23.2           Consent of McGladrey & Pullen, independent registered public
                 accounting firm
  24.1           Powers of Attorney (included on the signature page of this
                 Registration Statement)
  
  (1)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to Amendment No. 1 to the Registration Statement on Form SB-2, dated May
        13, 2005 and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "e600419_s8-americare.txt", "secsgml_size_bytes": 18852}]
metadata_filer: {"company-data": {"conformed-name": "American Caresource Holdings, Inc.", "cik": "0001316645", "assigned-sic": "8090", "irs-number": "200428568", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133108", "film-number": "06748759"}, "business-address": {"street1": "8080 TRISTAR DRIVE", "street2": "SUITE 100", "city": "IRVING", "state": "TX", "zip": "75063", "phone": "972-871-7912"}, "mail-address": {"street1": "8080 TRISTAR DRIVE", "street2": "SUITE 100", "city": "IRVING", "state": "TX", "zip": "75063"}, "former-company": {"former-conformed-name": "American Caresouce Holdings, Inc.", "date-changed": "20050204"}}
text: As filed with the Securities and Exchange Commission on April 7, 2006
  
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                         AMERICAN CARESOURCE HOLDINGS, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
           --------------------------------------------------------------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     20-0428586
                        ------------------------------------
                        (I.R.S. Employer Identification No.)
  
                  8080 Tristar Drive, Irving, Texas         75063
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
              AMERICAN CARESOURE HOLDINGS, INC. 2005 STOCK OPTION PLAN
              --------------------------------------------------------
                              (Full Title of the Plan)
  
                                Wayne A. Schellhammer
                               Chief Executive Officer
                         American CareSource Holdings, Inc.
                                 8080 Tristar Drive
                                 Irving, Texas 75063
                       ---------------------------------------
                       (Name and Address of Agent for Service)
  
                                   (214) 596-2400
            -------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  Title of                                                                                    Amount of
  Securities To Be   Amount To Be   Proposed Maximum           Proposed Maximum               Registration
  Registered         Registered     Offering Price Per Share   Aggregate Offering Price (1)   Fee
  ----------------   ------------   ------------------------   ----------------------------   ------------
  Common Stock,      2,249,329      $5.30                      $11,921,444                    $1,276
  $0.01
  --------------------------------------------------------------------------------
  
  (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457 (h)(1) promulgated under the Securities Act of 1933, as
  amended, and based on the average bid and asked price of the Registrant's Common
  Stock on the Over the Counter Bulletin Board on April 6, 2006.
  PART I
  
        The document(s) containing the information concerning the American
  CareSource Holdings, Inc. 2005 Stock Option Plan (the "Plan") required by Item 1
  of Part I of Form S-8 and the statement of availability of Registration
  Information, Plan Information and other information required by Item 2 of Part I
  of Form S-8 will be sent or given to participants as specified by Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"). In accordance
  with Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 under the Securities Act. The Registrant shall
  maintain a file of such documents in accordance with the provisions of Rule 428.
  Upon request, the registrant shall furnish to the Commission or its staff a copy
  or copies of all of the documents included in such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. Incorporation of Documents by Reference.
  
        The following documents have been filed by American CareSource Holdings,
  Inc., a corporation organized under the laws of the State of Delaware (the
  "Company" or the "Registrant"), with the Commission and are incorporated herein
  by reference (Commission File No. 000-51603):
  
        (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005, filed on March 31, 2005; and
  
        (b)   The description of the Registrant's common stock, par value $0.01
              per share, contained in its Registration Statement on Form 8-A filed
              on November 4, 2005.
  
        Neither Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor
  Current Reports furnished under Item 12 of Form 8-K are incorporated herein by
  reference.
  
        All documents filed after the date hereof by the Registrant with the SEC
  (other than Current Reports on Form 8-K furnished pursuant to Item 9 or Item 12
  of Form 8-K, unless otherwise indicated therein) pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), and prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be part hereof from their
  respective dates of filing; provided, however, that the documents enumerated
  above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act in each year during which the offering made
  hereby is in effect prior to the filing with the Commission of the Registrant's
  Annual Report on Form 10-KSB covering such year shall not be incorporated by
  reference herein or be a part hereof from and after the filing of such Annual
  Report on Form 10-KSB.
  
                                        -2-
  Any statement contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is incorporated by reference herein
  modified or superseded such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4. Description of Securities.
  
        Not applicable.
  
  ITEM 5. Interests of Named Experts and Counsel.
  
        Not applicable.
  
  ITEM 6. Indemnification of Directors and Officers.
  
        The Company's Certificate of Incorporation eliminates the personal
  liability to the Company or its stockholders for any breach of fiduciary duty by
  a director to the fullest extent permitted by Delaware law, except that personal
  liability shall not be eliminated or limit the liability of a director (i) for
  breach of the director's duty of loyalty to the Company or its stockholders (ii)
  for any act or omission by the director which is not in good faith or which
  involves intentional misconduct or a knowing violation of law, (iii) under
  Section 174 of the General Corporation Law of the State of Delaware, or (iv) any
  transaction from which the director derived an improper personal benefit. In
  addition, the Company's Certificate of Incorporation includes provisions to
  indemnify any officer, director, employee or agent from and against any and all
  expenses and liabilities that may be imposed upon or incurred by him in
  connection with, or as a result of, any proceeding in which he may become
  involved as a party or otherwise, by reason of the fact that he is or was a
  director, officer employee or agent of the Company, to the extent permitted by
  Delaware law as they may be amended from time to time.
  
  ITEM 7. Exemption from Registration Claimed.
  
        Not Applicable.
  
  ITEM 8. Exhibits.
  
        The Exhibits required to be filed as part of this Registration Statement
  are listed in the attached Exhibit Index.
  
  ITEM 9. Undertakings.
  
        The undersigned registrant hereby undertakes:
  
        (1)   to file, during any period in which it offers or sells securities, a
              post-effective amendment to this registration statement to:
  
                                        -3-
  (i) Include any prospectus required by Section 10(a)(3) of the Securities
  Act;
  
        (ii) Reflect in the prospectus any facts or events which, individually or
  together, represent a fundamental change in the information in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the law or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20 percent change in the
  maximum aggregate offering price west forth in the Calculation of Registration
  Fee" table in the effective registration statement; and
  
        (iii) Include any additional or changed material information on the plan
  of distribution.
  
        (2) For determining liability under the Securities Act, to treat each
  post-effective amendment as a new registration statement of the securities
  offered, and the offering of the securities at that time to be the initial bona
  fide offering.
  
        (3) To file a post- effective amendment to remove from registration any of
  the securities which remain unsold at the end of the offering.
  
        (4) For determining liability of the undersigned small business issuer
  under the Securities Act to any purchaser in the initial distribution of the
  securities, the undersigned small business issuer undertakes that in a primary
  offering of securities of the undersigned small business issuer pursuant to this
  registration statement, regardless of the underwriting method used to sell the
  securities to the purchaser, if the securities are offered or sold to such
  purchaser by means of any of the following communications, the undersigned small
  business issuer will be a seller to the purchaser and will be considered to
  offer or sell such securities to purchaser:
  
        (i) Any preliminary prospectus or prospectus of the undersigned small
  business issuer relating to the offering required to be filed pursuant to Rule
  424;
  
        (ii) Any free writing prospectus relating to the offering prepared by or
  on behalf of the undersigned small business issuer or used or referred to by the
  undersigned small business issuer;
  
        (iii) The portion of any other free writing prospectus relating to the
  offering containing material information about the undersigned small business
  issuer or its securities provided by or on behalf of the undersigned small
  business issuer; and
  
        (iv) Any other communication that is an offer in the offering made by the
  undersigned small business issuer to the purchaser.
  
                                        -4-
  Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.
  
        In the event that a claim for indemnification against such liabilities
  (other than the payment by the registrant of expenses incurred or paid by a
  director, officer or controlling person of the registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
        That for the purpose of determining liability under the Securities Act to
  any purchaser:
  
        Each prospectus filed pursuant to Rule 424(b) as part of a registration
  statement relating to an offering, other than registration statements relying on
  Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
  deemed to be part of and included in the registration statement as of the date
  it is first used after effectiveness. Provided, however, that no statement made
  in the registration statement or prospectus that is part of the registration
  statement or made in a document incorporated or deemed incorporated by reference
  into the registration statement or prospectus that is part of the registration
  statement will, as to a purchaser with a time of contract of sale prior to such
  first use, supersede or modify any statement that was made in the registration
  statement or prospectus that was part of the registration statement or made in
  any such document immediately prior to such date of first use.
  
                                        -5-
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas on April 7, 2006.
  
                                                AMERICAN CARESOURCE HOLDINGS, INC.
  
                                                By: /s/ David S. Boone
                                                    ------------------------------
                                                    David S. Boone
                                                    Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and
  appoints David S. Boone and Wayne A. Schellhammer, and each of them, as
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for and in the name, place and stead of the undersigned, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement or any registration statement for
  this offering that is to be effective upon the filing pursuant to Rule 462(b)
  under the Securities Act of 1933, as amended, and all post-effective amendments
  thereto, and to file the same, with all exhibits thereto and all other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in and
  about the premises, as fully to all intents and purposes as the undersigned
  might or could do in person, hereby ratifying and confirming all that each of
  said attorney-in-fact or substitute or substitutes, may lawfully do or cause to
  be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  By: /s/ Wayne A. Schellhammer                               April 7, 2006
      ------------------------------------                 -----------------------
      Wayne A. Schellhammer                                Date
      President, Chief Executive Officer Chairman
      and Director
      (Principal Executive Officer)
  
  By: /s/ David S. Boone                                      April 7, 2006
      ------------------------------------                 -----------------------
      David S. Boone                                       Date
      Chief Operating Officer, Chief Financial Officer
  By: /s/ Steven M. Phillips                                  April 7, 2006
      ------------------------------------                 -----------------------
      Steven M. Phillips                                   Date
      Controller, Principal Accounting Officer
  
  By: /s/ Kenneth S. George                                   April 7, 2006
      ------------------------------------                 -----------------------
      Kenneth S. George                                    Date
      Director
  
  By: /s/ Derace L. Schaffer                                  April 7, 2006
      ------------------------------------                 -----------------------
      Derace L. Schaffer                                   Date
      Director
  
  By: /s/ John Pappajohn                                      April 7, 2006
      ------------------------------------                 -----------------------
      John Pappajohn                                       Date
      Director
  
  By: /s/ Edward Berger                                       April 7, 2006
      ------------------------------------                 -----------------------
      Edward Berger                                        Date
      Director
  
  By: /s/ John W. Colloton                                    April 7, 2006
      ------------------------------------                 -----------------------
      John W. Colloton                                     Date
      Director
  EXHIBIT INDEX
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1(1)         Specimen Certificate for shares of common stock of American
                 CareSource Holdings, Inc.
  4.2            American CareSource Holdings, Inc. 2005 Stock Option Plan
  5.1            Opinion of McCarter & English, LLP
  23.1           Consent of McCarter & English, LLP (included in its opinion filed
                 as Exhibit 5.1 hereto)
  23.2           Consent of McGladrey & Pullen, independent registered public
                 accounting firm
  24.1           Powers of Attorney (included on the signature page of this
                 Registration Statement)
  
  (1)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to Amendment No. 1 to the Registration Statement on Form SB-2, dated May
        13, 2005 and incorporated herein by reference.