UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 18, 2004 (October 13, 2004)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 297-7000
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On October 14, 2004, U.S. Physical Therapy, Inc. (the "Company") announced
certain internal promotions and elections to the Company's board of directors.
The press release is attached hereto as Exhibit 99.1.
On October 13, 2004, the Company's board of directors promoted Chris Reading to
President and Chief Executive Officer and Larry McAfee to Executive Vice
President. Mr. McAfee also remains Chief Financial Officer. Both appointments
will be effective November 1, 2004. Messrs. Reading and McAfee have also been
elected to the Company's Board of Directors expanding the board from eight to
ten members. Biographical information for Messrs. Reading and McAfee regarding
their respective age, business experience and related qualification is set forth
below.
Both Messrs. Reading and McAfee entered into revised employment agreements.
These employment agreements are for three-year terms with automatic one-year
renewals if not terminated on at least 12 months notice. Both employment
agreements establish annual base compensation at $325,000. Additional
compensation to each includes employee non-qualified stock options to purchase
150,000 shares of the Company's common stock pursuant to the Company's current
shareholder-approved stock option plan. These options vest at the rate of twenty
percent (20%) per year beginning on the anniversary date of the employment
agreement. Both Messrs. Reading and McAfee are entitled to a special benefit in
the event of a change in control equal to $500,000 as defined by the respective
employment agreements. In addition, if either executive is terminated without
cause or resigns for good reason (as defined under their respective agreement),
Mr. Reading or Mr. McAfee, as applicable, is entitled to his base salary through
the remaining term of the contract, an amount equal to his last year's bonus or
the average over the last three years, whichever is greater, and accrued but
unpaid vacation. The employment agreements also provide for certain
non-competition and non-solicitation covenants that extend up to two years after
termination of employment. The employment agreements of Messrs. Reading and
McAfee are attached hereto as Exhibit 99.2 and 99.3, respectively.
There were no business relationships between Messrs. Reading and McAfee as
defined by the Securities and Exchange Commission Regulation S-K Item 404 (a).
Biographies
Christopher J. Reading, 40, has served as Chief Operating Officer since joining
the Company in November 2003. From 1990 to 2003, Mr. Reading served in various
executive and management positions with HealthSouth Corporation. His most recent
service with HealthSouth includes Senior Vice President of operations where he
was responsible for over 200 facilities located in 10 states. Mr. Reading is a
licensed physical therapist.
Lawrance W. McAfee, 49, has served as Chief Financial Officer since joining the
Company in September 2003. Mr. McAfee's prior experience includes having served
as Chief Financial Officer of three public companies and President of two
private companies. From September 2002 to April 2003 he served as President and
Chief Financial Officer of SAT Corporation, a software company. From September
1999 until March 2002, Mr. McAfee was Chief Financial Officer and later
President of CheMatch, an on-line chemicals exchange. From 1992 to 1999 he was
Chief Financial Officer of ITEQ, Inc., an engineered products and services
business.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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99.1 Press Release
99.2 Reading Employment Agreement
99.3 McAfee Employment Agreement
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.
U.S. PHYSICAL THERAPY, INC.
Dated: October 18, 2004 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal financial
and accounting officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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99.1 Press Release dated October 14, 2004.*
* Furnished herewith