UNITED STATES
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
Date of Report (Date of earliest event reported):
February 23, 2005 (February 22, 2005)
U.S. PHYSICAL THERAPY, INC.
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(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] 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 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On February 23, 2005, the Company announced that Clayton Trier has been elected
to the Company's Board of Directors expanding the number of Board members from
nine to ten. Mr. Trier was elected on February 22, 2005, with an effective date
of February 23, 2005. Mr. Trier will also serve on the Audit Committee of the
Board of Directors.
The press release is attached hereto as Exhibit 99.1.
Mr. Trier is a private investor based in Houston, Texas. He was the founder and
former Chairman, CEO and President of U.S. Delivery Systems, which developed the
first national network providing same-day delivery service. Before it was
acquired in 1996, U.S. Delivery was listed for two years on the New York Stock
Exchange. From 1987-91, Mr. Trier was President and Co-CEO of Allwaste, Inc., a
publicly traded environmental services company. His prior experience also
includes having been a partner with Arthur Andersen from 1983-87. Mr. Trier has
served on several public company boards and is active in numerous charitable and
civic endeavors.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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99.1 Press Release
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: February 23, 2005 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer
and principal financial
and accounting officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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99.1 Press Release dated February 23, 2005.*
* Furnished herewith