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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):
May 16, 2002 (May 15, 2002)
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LIFEPOINT HOSPITALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29818 52-2165845
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 372-8500
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
CHANGE IN CONTROL PLAN
On May 15, 2002, LifePoint Hospitals, Inc. (the "Company") adopted the
LifePoint Hospitals, Inc. Change in Control Severance Plan effective June 1,
2002. Under the terms of this plan, certain employees will receive severance
payments if the Company undergoes a change in control (as defined in the plan).
The amount of the payment is based upon an employee's position with the Company.
All covered positions are described in one of two tiers.
Employees in the first tier will receive a cash payment equal to 300%
of their annual base salary and target bonus, plus continuation of benefits
under our medical, life disability and similar benefit plans for a period of 12
months following termination. Employees in the second tier will receive a cash
payment equal to 150% of their annual base salary and target bonus, plus
continuation of benefits under our medical, life, disability and similar benefit
plans for a period of 6 months following termination.
Additional payments are made to indemnify eligible employee for any
excise taxes that are imposed under section 4999 of the Internal Revenue Code
upon any payments received upon a change in control (whether received under the
plan or otherwise). Severance payments are only made to covered employees who
(i) are not offered employment in a substantially equivalent position (as
defined in the plan) following the change in control, (ii) resign within 18
months following the change in control because their employment is modified so
that it is no longer substantially equivalent, or (iii) are involuntarily
terminated within 18 months following the change in control for any reason other
than cause (as defined in the plan). Currently, 24 employees are in positions
that are covered under the plan. A copy if the plan is attached as Exhibit 99.1
and is incorporated herein by reference.
EMPLOYEE STOCK OPTION PLAN
In our proxy statement for our annual meeting of stockholders held on
May 14, 2002, we sought stockholder approval for a proposal to amend the
LifePoint Hospitals, Inc, 1998 Long-Term Incentive Plan (the "Plan") by adding
2,500,000 shares of Common Stock to the shares authorized for issuance under the
Plan (the "Proposal"). In connection with the Proposal, our proxy statement
provided in part that: "of this maximum number of shares, approximately 754,464
shares remain available for grant as of March 1, 2002, and 3,439,140 options to
purchase shares of common stock were outstanding as of March 1, 2002. On the
date of this proxy statement, the weighted average exercise price of these
3,439,140 options is approximately $19.33, and the weighted average term to
expiration of these options is approximately 8 years." The Proposal was approved
by the stockholders of the Company at the annual meeting.
The foregoing description did not take into account 845,450 options
granted by the Company under the Plan in February 2002, option exercises and
other adjustments. Taking these options into account, the foregoing descriptions
would have provided that: "of this maximum number of shares, approximately
759,216 shares remain available for grant as of March 1, 2002, and 4,196,674
options to purchase shares of common stock were outstanding as of March 1, 2002.
On the date of this proxy statement, the weighted
average exercise price of these 4,196,674 options is approximately $22.75, and
the weighted average term to expiration of these options is approximately 8
years."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
None required
(b) Pro forma financial information.
None required
(c) Exhibits.
99.1 LifePoint Hospitals, Inc. Change in Control Severance Plan
99.2 Press release issued by LifePoint Hospitals, Inc. on
May 16, 2002.
ITEM 9. REGULATION FD DISCLOSURE
The Company announced today that, subject to market and other
conditions, it intends to offer approximately $200 million of seven-year
convertible subordinated notes. A copy of the press release is attached hereto
as Exhibit 99.2.
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.
LIFEPOINT HOSPITALS, INC.
By: /s/ William F. Carpenter III
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William F. Carpenter III
Senior Vice President and
General Counsel
Date: May 16, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99.1 LifePoint Hospitals, Inc. Change in Control Severance Plan
99.2 Press release issued by LifePoint Hospitals, Inc. on May 16, 2002.