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): February 1, 2006
American Healthways, Inc.
(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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
Ex-10.1 Employment Agreement for Mary A. Chaput
Ex-10.2 Employment Agreement for Robert L. Chaput
Ex-10.3 Employment Agreement for Thomas G. Cigarran
Ex-10.4 Employment Agreement for Mary D. Hunter
Ex-10.5 Employment Agreement for Ben R. Leedle, Jr.
Ex-10.6 Employment Agreement for James E. Pope
Ex-10.7 Employment Agreement for Robert E. Stone
Ex-10.8 Employment Agreement for Donald B. Taylor
Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2006, Healthways, Inc. (the “Company”) entered into amended and restated employment agreements (the “Agreements”) with Thomas G. Cigarran, Chairman, Ben R. Leedle, Jr., President and Chief Executive Officer, and the following executive vice presidents: Mary A. Chaput, Executive Vice President and Chief Financial Officer; Robert L. Chaput, Executive Vice President and Chief Information Officer; Mary D. Hunter, Executive Vice President and Chief Administrative Officer; James E. Pope, Executive Vice President and Chief Medical Officer; Robert E. Stone, Executive Vice President and Chief Strategy Officer; and Donald B. Taylor, Executive Vice President and Chief Operating Officer (collectively, the "Executive Vice Presidents").
The Agreements with Mr. Leedle and the Executive Vice Presidents contain a two year continuous term and provide that each executive officer will receive an initial base salary as follows: Mr. Leedle $600,000; Ms. Chaput, Mr. Chaput, Dr. Pope, and Mr. Stone $330,000; Ms. Hunter $270,000; and Mr. Taylor $375,000. In addition, Mr. Leedle and each of the Executive Vice Presidents are entitled to receive a bonus and other equity incentives and are also entitled to receive severance benefits upon certain termination events.
Mr. Cigarran's employment agreement is effective until the date of the Company's annual meeting of stockholders in January 2008 and provides that he will receive a base salary of $250,000. He is not entitled to receive a bonus or other equity incentives but is entitled to receive severance benefits upon certain termination events.
The full texts of the Agreements are attached hereto as Exhibits 10.1 through 10.8 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit 10.1 Employment Agreement for Mary A. Chaput. |
| Exhibit 10.2 Employment Agreement for Robert L. Chaput. |
| Exhibit 10.3 Employment Agreement for Thomas G. Cigarran. |
| Exhibit 10.4 Employment Agreement for Mary D. Hunter. |
| Exhibit 10.5 Employment Agreement for Ben R. Leedle, Jr. |
| Exhibit 10.6 Employment Agreement for James E. Pope. |
| Exhibit 10.7 Employment Agreement for Robert E. Stone. |
| Exhibit 10.8 Employment Agreement for Donald B. Taylor. |
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: February 1, 2006
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 10.1 | Employment Agreement for Mary A. Chaput |
| 10.2 | Employment Agreement for Robert L. Chaput |
| 10.3 | Employment Agreement for Thomas G. Cigarran |
| 10.4 | Employment Agreement for Mary D. Hunter |
| 10.5 | Employment Agreement for Ben R. Leedle, Jr. |
| 10.6 | Employment Agreement for James E. Pope |
| 10.7 | Employment Agreement for Robert E. Stone |
| 10.8 | Employment Agreement for Donald B. Taylor |