UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 18, 2005
REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19294 51-0265872
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
7733 Forsyth Boulevard
23rd Floor
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 863-7422
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 8.01 Other Events.
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment" (FAS
123R), requiring the recognition of compensation expense for employee stock
options. Adoption of the standard was required for fiscal periods beginning
after June 15, 2005, which would have been RehabCare Group's third fiscal
quarter of 2005. On April 14, 2005, the Securities and Exchange Commission (SEC)
announced the adoption of a new rule that amends the compliance dates for FAS
123R allowing registrants to implement the standard at the beginning of the
first fiscal year that begins after June 15, 2005. For RehabCare Group, that
would be January 1, 2006.
RehabCare Group had planned to early adopt FAS 123R in the first quarter of
2005 and had reported an expected pretax impact of $4.2 million, or $0.15 per
diluted share after tax, on its expected full year 2005 financial results due to
the planned adoption of the new standard. Based on the SEC's announcement and
the expectation that both the SEC and the FASB may issue additional interpretive
and implementation guidance in the future, the Company has now elected to defer
the adoption of FAS 123R until January 1, 2006 to ensure that its accounting
systems and reporting practices will fully comply with the standard.
Accordingly, the adoption of FAS 123R will no longer have an impact on the
Company's 2005 financial results.
SIGNATURES
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.
Dated: April 18, 2005
REHABCARE GROUP, INC.
By: /s/ Vincent L. Germanese
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Vincent L. Germanese
Senior Vice President,
Chief Financial Officer
and Secretary