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): May 24, 2007 (May 22, 2007)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
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(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
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(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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2007 Bonus Plan
On May 22, 2007, the Compensation Committee of the Board of Directors of
U.S. Physical Therapy, Inc. (the "Company") approved the performance criteria
that will be used to determine executive officer cash bonus awards for the 2007
Fiscal Year ("2007 Executive Officer Incentive Plan") for the Company's Chief
Executive Officer, Chief Financial Officer and Chief Operating Officer (the
"Participants"). Under the 2007 Executive Officer Incentive Plan, the
Participants can earn up to 50% of the Participant's base salary depending on
target levels of growth in net earnings from continuing operations over the 2006
Fiscal Year ("Objective Portion of Bonus Calculation") and up to 50% of the
Participant's base salary based on a subjective determination of the
Compensation Committee of the Board utilizing certain performance criteria
including: stock price performance, same store growth, clinic productivity
improvements, management development, operational performance relative to the
external environment, accretive acquisitions, clinic development including
number and quality of new partners recruited, sales and marketing, regulatory
compliance, maintaining adequate internal controls, investor relations, quality
of earnings, and cash flow including accounts receivable management.
Restricted Stock Grants
On May 22, 2007, the Compensation Committee of the Board of Directors of
the Company also granted 2,500 shares of restricted Company common stock to each
of the Company's eight non-employee directors (Daniel C. Arnold, Mark J.
Brookner, Bruce D. Broussard, Dr. Bernard A. Harris, Jr., Marlin W. Johnston, J.
Livingston Kosberg, Jerald L. Pullins and Clayton K. Trier). The shares of
restricted Company common stock vest 1/12th on the last day of each month
following grant beginning on May 31, 2007, provided the non-employee director is
still on the Company's Board on such dates. The restricted stock awards are
subject to the terms and conditions of a Restricted Stock Agreement entered into
with each non-employee director, a form of which is filed as Exhibit 10.1 to
this report and is incorporated herein by reference, and the forgoing
description is qualified in its entirety by reference to such document.
Employment Agreements
On May 24, 2007, we entered into a new employment agreement with Glenn D.
McDowell (the "McDowell Employment Agreement"). Under the McDowell Employment
Agreement, Mr. McDowell continues to be employed as Chief Operating Officer. The
McDowell Employment Agreement is for a term that expires on December 31, 2009,
and Mr. McDowell's base annual salary is $195,000, subject to periodic review
and adjustment. Mr. McDowell is eligible to receive annual cash bonuses payable
in accordance with the McDowell Employment Agreement or at the discretion of our
Board of Directors (which has delegated such responsibility to the Compensation
Committee of the Board) and is entitled to participate in any employee benefit
plans adopted by the Company.
The McDowell Employment Agreement may be terminated by the Company prior to
the expiration of its term in the event Mr. McDowell's employment is terminated
for "cause" (as defined in the McDowell Employment Agreement). If a "change in
control" (as defined in the McDowell Employment Agreement) occurs and Mr.
McDowell does not continue as our Chief Operating Officer after the change of
control, Mr. McDowell will be entitled to a change of control benefit of
$283,333. If the employment of Mr. McDowell is terminated by the Company without
"cause" or by the Mr. McDowell for "good reason," he would be entitled to
receive the compensation then in effect for the remainder of the term of the
agreement and the greater of (i) the bonus paid or payable to Mr. McDowell with
respect to the last fiscal year completed prior to the termination or (ii) the
average of the bonuses paid to Mr. McDowell over the last three fiscal years of
employment ending with the last fiscal year prior to termination.
On May 24, 2007, we also entered into amended and restated employment
agreements with each of Messrs. Reading and McAfee that superseded the
employment agreements of Messrs. Reading and McAfee that were effective on
November 1, 2004. The only material revision to Mr. Reading's and Mr. McAfee's
agreements was to change the expiration date from November 1, 2009 to December
31, 2009.
The forgoing descriptions are not intended to be exhaustive and are
qualified in their entirety by reference to the applicable employment agreements
which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) None.
(d) Exhibits
Exhibit No. Description
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10.1 Form of Restricted Stock Agreement
10.2 Employment Agreement dated May 24, 2007, between U.S.
Physical Therapy, Inc. and Glenn D. McDowell.
10.3 Amended and Restated Employment Agreement dated May 24, 2007,
between U.S. Physical Therapy, Inc. and Christopher J. Reading.
10.4 Amended and Restated Employment Agreement dated May 24, 2007,
between U.S. Physical Therapy, Inc. and Lawrance W. McAfee.
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: May 24, 2007 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal financial
and accounting officer)