Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - U S PHYSICAL THERAPY INC /NV | h81240exv99w2.htm |
| EX-99.4 - EX-99.4 - U S PHYSICAL THERAPY INC /NV | h81240exv99w4.htm |
| EX-99.3 - EX-99.3 - U S PHYSICAL THERAPY INC /NV | h81240exv99w3.htm |
| EX-99.1 - EX-99.1 - U S PHYSICAL THERAPY INC /NV | h81240exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2011 (March 31, 2011)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 1-11151 | 76-0364866 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas | 77042 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 297-7000
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensatory Arrangements of Executive Officers.
On March 31, 2011, the Compensation Committee approved and adopted, subject to tax and legal
review, the following incentive plans for the Executives which include Mr. Reading, Chief Executive
Officer (“CEO”), Mr. McAfee, Chief Financial Officer (“CFO”), and Mr. McDowell, Chief Operating
Officer (“COO”).
| • | Objective Long-Term Incentive Plan |
| • | Discretionary Long-Term Incentive Plan |
| • | Objective Cash Bonus Plan |
| • | Discretionary Cash Bonus Plan |
The above plans are included as Exhibits 99.1, 99.2, 99.3 and 99.4 to this report. The discussions
set forth below are qualified in their entirety by reference to such exhibits.
Objective Long- Term Incentive Plan (“Objective LTIP”). Under the Objective LTIP, Executives have
an opportunity to receive restricted stock awards (“RSAs”) under the Amended and Restated 2003
Stock Incentive Plan (“2003 Plan”), to be granted by the Compensation Committee (as the term
“Committee” is defined in Section 3.1 of the 2003 Plan) in the first quarter of 2012. The following
maximum amounts of RSAs may be granted under this Objective LTIP based upon the achievement of the
performance goals relating to earnings per share: CEO = 15,000 shares; CFO = 10,000 shares; COO =
10,000 shares. For a complete description of the Objective LTIP refer to Exhibit 99.1, which plan is incorporated
herein by reference.
Discretionary Long-Term Incentive Plan (“Discretionary LTIP”). The Committee may, in its judgment
and at its sole discretion, grant RSAs under the 2003 Plan, based on its evaluation of an
Executive’s performance and the collective corporate performance for 2011. The following shall be
the maximum amount of shares that may be awarded under this program to each specified participant:
CEO = up to 15,000 shares; CFO = up to 10,000 shares; COO = up to 10,000 shares.
For a complete description of the Discretionary LTIP refer to Exhibit 99.2, which plan is
incorporated herein by reference.
Objective Cash Bonus Plan. Under the Objective Cash Bonus Plan, Executives have an opportunity to
receive a cash bonus of up to 75% of the Executive’s annual base salary for 2011 (“Base”) based on
2011 fully diluted earnings per share (before any extraordinary items and after consideration of
the compensation expense required to be reported in 2011 related to the Objective Bonus Plan). The
Base for Mr. Reading is $430,000, Mr. McAfee $385,000 and
Mr. McDowell $290,000. For a complete description of the Objective Cash Bonus Plan refer to Exhibit 99.3, which plan is
incorporated herein by reference.
Discretionary Cash Bonus Plan. Each Executive has the potential to be awarded a cash bonus of up to
50% of his Base. This Discretionary Cash Bonus Plan shall be administered by the Committee and the
Compensation Committee shall have the sole authority to grant awards and establish the amounts
payable under this plan, make all determinations and interpret and construe all of the terms of
this plan. For a complete description of the Discretionary Cash Bonus Plan refer to Exhibit 99.4, which plan
is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibits | Description of Exhibits | |||
| 99.1 | U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management,
effective March 31, 2011. |
|||
| 99.2 | U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for
2011, effective March 31, 2011. |
|||
| 99.3 | U. S. Physical Therapy, Inc. Objective Cash Bonus Plan for 2011, effective March 31, 2011. |
|||
| 99.4 | U. S. Physical Therapy, Inc. Discretionary Cash Bonus Plan for 2011, effective March 31,
2011. |
|||
SIGNATURE
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.
| U.S. PHYSICAL THERAPY, INC. |
||||
| Dated: April 6, 2011 | By: | /s/ LAWRANCE W. MCAFEE | ||
| Lawrance W. McAfee | ||||
| Chief Financial Officer (duly authorized officer and principal financial and accounting officer) | ||||