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): March 1, 2005
REHABCARE GROUP, INC.
(Exact name of Company as specified in its charter)
Delaware 0-19294 51-0265872
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7733 Forsyth Boulevard
Suite 2300
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 863-7422 (Company'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 Company under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR230.425)
[ ] 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))
Section 1 - Registrant's Business and Operations.
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 1, 2005, the Compensation and Nominating/Corporate
Governance Committee of the Board of Directors of the Registrant established
base salary increases for the Chief Executive Officer and the other named
executive officers of the Registrant. On the basis of an evaluation of the
performance of each of the executive officers during 2004 and, in the case of
certain executive officers, an increase in job responsibilities during 2004, the
Compensation and Nominating/Corporate Governance Committee approved salary
increases for the Chief Executive Officer and the other named executive officers
ranging from 4 percent to 18 percent of base salary. The current and new base
salary of each of the Chief Executive Officer and the named executive officers
and the base salary increases, on both a percentage and dollar basis are set
forth on Exhibit 10.1 to this Form 8-K.
The Compensation and Nominating/Corporate Governance Committee also
established the performance criteria applicable to the Registrant's long-term
executive incentive plan for the 2005-2007 performance period and for short-term
executive incentive plan for the 2005 plan year. All of the executive officers
of the Registrant participate in the long-term incentive plan, which will pay
awards to participants in cash and vest equity-based awards upon achievement of
certain pre-established performance objectives set for the performance period.
Likewise, all of the executive officers of the Registrant participate in the
short-term incentive plan, which will pay cash awards to participants upon
achievement of certain pre-established performance objectives set for the year.
If minimum levels of target performance are not met, no awards will be paid to
participants under the long-term incentive plan or the short-term incentive
plan.
The performance measures under both the long-term incentive plan and the
short-term incentive plan for the executive officers are revenue and earnings
per share. Individual objectives for each executive officer have also been
established under the short-term plan. Actual amounts payable as a cash award
and the vesting of equity-base awards under the long-term incentive plan range
from 10% to 175% of the executive officer's base salary, based upon the extent
to which the performance measures under each of the criteria designated above
are met, exceeded or below established targets. Actual amounts payable as a cash
award under the short-term incentive plan range from 4.5% to 108% of the
executive officer's base salary, based upon the extent to which the performance
measures under each of the criteria designated above are met, exceeded or below
established targets.
Section 9 - Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
The following exhibit has been filed with this Form 8-K:
10.1. Schedule of Base Salary Increases for Named Executive Officers
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 7, 2005
REHABCARE GROUP, INC.
By:
---------------------------------------
Vincent L. Germanese
Vice President and Chief Financial Officer
Exhibit 10.1
Schedule of Base Salary Increase
for Named Executive Officers
- --------------------------------------------------------------------------------
Name Current Base Percentage Dollar New Base Salary
Salary Increase Increase in
in Base Base Salary
Salary
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Vincent L. Germanese $312,000 5.0% $15,900 $327,600
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tom E. Davis $301,600 4.0% $12,064 $313,664
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Patricia M. Henry $254,400 17.9% $45,600 $300,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Mark A. Bogovich $170,800 8.3% $14,200 $185,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
John H. Short, Ph.D. $515,000 8.0% $41,200 $556,200
- --------------------------------------------------------------------------------