CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2005 (October 7, 2005)
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-19364 (Commission File Number) |
62-1117144 (I.R.S. Employer Identification No.) |
| 3841 Green Hills Village Drive Nashville, Tennessee (Address of Principal Executive Offices) |
37215 (Zip Code) |
| (615) 665-1122
(Registrant’s telephone number, including area code) |
| Not Applicable
(Former name or former address, if changed since last report) |
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:
[ ] 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 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
Ex-10.1 Amendment to Employment Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Effective October 7, 2005, the Company entered into an amendment to an employment agreement dated November 20, 2001 (the “Agreement”) with Henry D. Herr (“Colleague”), a member of the Company’s Board of Directors and a part-time employee. The amendment removes the provision that the Agreement will expire on the date that the Colleague becomes 65 years of age. The amendment also provides that in the event of termination without just cause, the Company will compensate the Colleague up until the effective date of termination rather than through the remaining term of the Agreement. The full text of the amendment is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit 10.1 Amendment to Employment Agreement. |
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.
| American Healthways, Inc. /s/ Mary A. Chaput Mary A. Chaput Chief Financial Officer |
Date: October 12, 2005
Exhibit Index
| Exhibit No.
|
Description |
|---|---|
| 10.1 | Amendment to Employment Agreement |