UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
February 28, 2006 (February 22, 2006)
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LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-51251 20-1538254
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)
(615) 372-8500
(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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o 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.
On February 22, 2006, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of LifePoint Hospitals, Inc. (the "Company") approved
the grant of restricted stock awards and nonqualified stock options to the
Company's executive officers, as set forth in the following table:
Shares of Restricted
Executive Officer Stock Awarded Stock Options Granted
- ----------------------------------------------- ------------------------------------------------
Kenneth C. Donahey
Chairman, President and Chief Executive Officer 50,000 100,000
Michael J. Culotta
Chief Financial Officer 22,500 45,000
William F. Carpenter III
Executive Vice President, General Counsel and Secretary 22,500 45,000
William M. Gracey
Chief Operating Officer 22,500 45,000
The Compensation Committee granted the restricted stock awards and the
nonqualified stock options pursuant to the Company's Amended and Restated
Long-Term Incentive Plan (the "Incentive Plan"). The vesting of the restricted
stock awards granted to the executive officers is subject to the achievement of
certain predetermined performance criteria. In addition to requiring continued
service as an employee through December 31, 2008, the vesting of the restricted
stock awards requires the realization of certain predetermined amounts for
either annual revenue or annual pre-tax income (expressed as "EBITDA") for the
2006, 2007 or 2008 fiscal year. In the event that the shares do not vest because
the performance conditions are not met, the unvested portion of the award shall
be forfeited and shall not carry over to any subsequent year. The nonqualified
stock options granted to the executive officers vest in three equal annual
installments on the first, second and third anniversaries of the date of grant.
On February 22, 2006, the Compensation Committee certified the level of
achievement for fiscal 2005 in order to determine the annual bonus to be awarded
under the LifePoint Hospitals, Inc. Executive Performance Incentive Plan (the
"Performance Plan"). For fiscal 2005, the amount of the annual bonus award for
each participant under the Performance Plan was based on the achievement of
certain predetermined performance targets related to the Company's annual
revenue and annual EBITDA. While the maximum amount payable under the
Performance Plan for fiscal 2005 for such performance would have been higher,
the Compensation Committee determined to reduce such payments, in its discretion
pursuant to the terms of the Performance Plan, to the following totals:
Executive Officer Annual Bonus Payment
- ------------------------------------------------ ----------------------
Kenneth C. Donahey
Chairman, President and Chief Executive Officer $647,125.08
Michael J. Culotta
Chief Financial Officer $281,812.56
William F. Carpenter III
Executive Vice President, General Counsel and Secretary $281,812.56
William M. Gracey
Chief Operating Officer $281,812.56
On February 22, 2006, the Compensation Committee approved the following salary
increases for executive officers named in the Company's 2005 proxy statement:
Executive Officer Current Salary % Increase New Salary
- ------------------------------------------------------- -----------------------------------------------
Kenneth C. Donahey
Chairman, President and Chief Executive Officer $775,000 3.2% $800,000
Michael J. Culotta
Chief Financial Officer $455,000 11.1% $500,000
William F. Carpenter III
Executive Vice President, General Counsel and Secretary $455,000 11.1% $500,000
William M. Gracey
Chief Operations Officer $455,000 11.1% $500,000
Jone Law Koford
Division President $355,000 2.8% $365,000
On February 22, 2006, the Compensation Committee also designated Messrs.
Donahey, Culotta, Carpenter and Gracey as the executive officers who are
eligible to receive an annual bonus under the Performance Plan for the 2006
fiscal year. The amount of the annual bonus award for each participant for
fiscal 2006 will be based on the achievement of certain predetermined
performance targets related to the Company's annual revenue and annual EBITDA,
subject to reduction by the Compensation Committee, in its discretion pursuant
to the terms of the Performance Plan.
Section 9 Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amended and Restated 1998 Long-Term Incentive Plan
incorporated by reference from exhibits to the Current
Report on Form 8-K of LifePoint Hospitals, Inc., File
No. 000-51251, filed July 7, 2005;
10.2 Form of LifePoint Hospital's Inc. Restricted Stock
Award Agreement incorporated by reference from exhibits
to the Quarterly Report on Form 10-Q of LifePoint
Hospitals, Inc. for the quarter ended June 30, 2005,
File No. 000-51251;
10.3 Form of LifePoint Hospital's Inc. Nonqualified Stock
Option Agreement incorporated by reference from
exhibits to the Quarterly Report on Form 10-Q of
LifePoint Hospitals, Inc. for the quarter ended June
30, 2005, File No. 000-51251; and
10.4 LifePoint Hospitals, Inc. Executive Performance
Incentive Plan incorporated by reference from exhibits
to the Current Report on Form 8-K of LifePoint
Hospitals, Inc., File No. 000-29818, filed May 16,
2002.
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.
Date: February 28, 2006 LIFEPOINT HOSPITALS, INC.
By: /s/ Michael J. Culotta
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Michael J. Culotta
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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10.1 Amended and Restated 1998 Long-Term Incentive Plan incorporated by
reference from exhibits to the Current Report on Form 8-K of LifePoint
Hospitals, Inc., File No. 000-51251, filed July 7, 2005;
10.2 Form of LifePoint Hospital's Inc. Restricted Stock Award Agreement
incorporated by reference from exhibits to the Quarterly Report on
Form 10-Q of LifePoint Hospitals, Inc. for the quarter ended June 30,
2005, File No. 000-51251;
10.3 Form of LifePoint Hospital's Inc. Nonqualified Stock Option Agreement
incorporated by reference from exhibits to the Quarterly Report on
Form 10-Q of LifePoint Hospitals, Inc. for the quarter ended June 30,
2005, File No. 000-51251; and
10.4 LifePoint Hospitals, Inc. Executive Performance Incentive Plan
incorporated by reference from exhibits to the Current Report on Form
8-K of LifePoint Hospitals, Inc., File No. 000-29818, filed May 16,
2002.