UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 14, 2022
ATI PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-39439
| 85-1408039
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
790 Remington Boulevard
|
| |
| | | |
| Bolingbrook, Illinois |
| 60440
|
| (Address of principal executive offices) |
| (Zip Code) |
(630) 296-2223
(Registrant’s telephone number, including area code)
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)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Class A Common Stock, $0.0001 par value
| | ATIP
| | New York Stock Exchange
|
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
| | ATIP WS
| | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Chief Operating Officer
ATI Physical Therapy, Inc. (the “Company”) announced the appointment of Chris Cox as the Company’s Chief Operating Officer to be effective as of December 16, 2022 (the “Effective Date”). Mr. Cox replaces Ray Wahl, who resigned effective as of December 16, 2022, as previously reported on the Company’s Current Report on Form 8-K filed on November 28, 2022.
Mr. Cox, comes to the Company after nearly 15 years in progressively higher-lever leadership positions at CVS Health, including five years in vice presidential roles over store operations, strategy and growth, and two years as Senior Vice President, Retail Pharmacy. He most recently served a brief term as Executive Vice President, Enterprise Operations at Advantage Solutions before leaving to join to ATI. He holds an M.B.A. from The Wharton School at the University of Pennsylvania with a dual concentration of Finance and General Management, and an undergraduate degree from Duke University.
In connection with his appointment, the Company and Mr. Cox have entered into a written employment agreement (the “Employment Agreement”) for an initial term of three-years that automatically renews for one-year terms thereafter, unless notice of non-renewal is provided 30 days before the end of the term then in effect, and a minimum base salary of $490,000 per year. In addition, the Employment Agreement provides for an annual target bonus equal to 75 % of his base salary (“Target Bonus”), provided that in 2023 Mr. Cox’s minimum target bonus will be $ 183,750. Mr. Cox will also be granted long-term incentive equity awards for each of 2023 and 2024 pursuant to the Company’s 2021 Equity Incentive Plan, with a grant-date fair market value of $ 1,000,000 in 2023 and $500,000 in 2024 as determined by the Compensation Committee. Each annual grant is to be comprised of 100% of restricted stock units vesting in three equal annual tranches. Mr. Cox is eligible to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company. In addition, Mr. Cox will receive a sign-on cash bonus payment of $150,000 as soon as practicable after the Effective Date, subject to repayment if Mr. Cox voluntarily terminates his employment or is discharged for cause within the first 12 months following the Effective Date.
In addition, the Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Employment Agreement, his employment is terminated by the Company other than for “Discharge For Cause,” death or disability (each as defined in his agreement), he would be entitled to: (a) upon termination at any time other than during the 18-month period following a Change in Control (as defined in his agreement), (i) an amount equal to 1.25 times the sum of (x) Mr. Cox’s base salary and (y) Target Bonus, in substantially equal installments over 15 months from termination, (ii) an annual bonus for the then-current fiscal year based on actual performance for such year, pro-rated from the first date of such fiscal year through Mr. Cox’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company and (iii) if elected, the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of termination, or, if earlier, (x) the first date that Mr. Cox is no longer eligible for COBRA, or (y) the first date that Mr. Cox becomes eligible for health benefits from another employer; or (b) upon termination during the 18-month period following a Change in Control (i) an amount equal to 1.5 times the sum of (x) Mr. Cox’s base salary and (y) Target Bonus, in a lump sum on the first payroll date, (ii) an annual bonus for the then-current fiscal year based on actual performance for such year, pro-rated from the first date of such fiscal year through Mr. Cox’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if elected, the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Mr. Cox is no longer eligible for COBRA or (y) the first date that Mr. Cox becomes eligible for health benefits from another employer.
Mr. Cox’s receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to his employment with the Company and the termination of his employment, and compliance with the restrictive covenants described in the following paragraph.
Pursuant to his Employment Agreement, Mr. Cox has also agreed to customary restrictions with respect to the disclosure and use of the Company’s confidential information and has agreed that work product or inventions developed or conceived by his while employed with the Company relating to its business is the Company’s property. In addition, during the term of his employment and for the 15-month period following his termination of employment if Mr. Cox is eligible to receive severance benefits and an 12-month period following his termination in any other circumstance, Mr. Cox has agreed not to (1) perform services on behalf of a competing business which was the same or similar to the types services he was authorized, conducted, offered or provided to the Company, (2) solicit or induce any of the Company’s employees or independent contractors to terminate their employment with the Company or (3) solicit any actual or prospective customers with whom he had contact on behalf of a competing business. In addition, his Employment Agreement mandates that his confidentiality obligations continue after the termination of employment.
Mr. Cox has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Cox and any other person pursuant to which he was appointed as an officer of the Company.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT NUMBER | DESCRIPTION |
| Employment Agreement effective December 16, 2022 by and between ATI Physical Therapy, Inc. and Chris Cox |
| | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 14, 2022 | ATI Physical Therapy, Inc. |
|
|
| By: | /s/ Joseph Jordan |
| Name: | Joseph Jordan |
| Title: | Chief Financial Officer |
