U S Physical Therapy Inc 8-K, filed Aug 24, 2020
U S Physical Therapy Inc (USPH)
8-K
2020-08-24
For: 2020-08-20
View Original
Added on
April 09, 2026
About this 8-K
U S Physical Therapy Inc filed this 8-K on August 24, 2020, reporting on events of August 20, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): August 20, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth compan
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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◻
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ITEM 1.01 Entry into a Material Definitive
Agreement.
The information in Item 5.02 below is incorporated by reference into this Item 1.01.
ITEM 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 20, 2020, U.S. Physical Therapy, Inc. (the “Company”, “we” and “our”) amended the Employment Agreements with Messrs. Christopher J. Reading, Lawrance
McAfee, Glenn McDowell and Graham Reeve. The amendments set annual base salaries to the levels that were in place prior to the onset of the COVID-19 pandemic. In March 2020, these executive officers of the Company agreed to salary reductions.
Attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, are the amendments to employment
agreement for Messrs. Christopher J. Reading, Lawrance McAfee, Glenn McDowell and Graham Reeve, respectively.
ITEM 9.01 Financial
Statements and Exhibits.
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10.1+*
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Amendment to Employment Agreement entered into as of August 20, 2020 by and between the Company and Christopher Reading.
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10.2+*
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Amendment to Employment Agreement entered into as of August 20, 2020 by and between the Company and Lawrance McAfee.
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10.3+*
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Amendment to Employment Agreement entered into as of August 20, 2020 by and between the Company and Glenn McDowell.
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10.4+*
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Amendment to Employment Agreement entered into as of August 20, 2020 by and between the Company and Graham Reeve.
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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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: August 24, 2020
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By:
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/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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Exhibit 10.1
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (“Amendment”) is entered into as of the 20th
day of August, 2020 (the “Effective Date”) by and between U.S. Physical Therapy, Inc. (the “Company”)
and Christopher Reading (“Executive”), for the purpose of amending that certain Third Amended and Restated Employment Agreement between the Company and Executive,
dated as of May 21, 2019 (the “Employment Agreement”). The parties hereby agree that
the Employment Agreement is hereby modified as provided herein.
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1.
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Effective as of August 1, 2020, Section 5 of the Employment Agreement is amended to restore Executive’s annualized salary to $800,000.00 per annum,
which was the salary level prior to the reduction implemented as of March 26, 2020, which voluntarily was taken by Executive relating to the COVID-19 pandemic.
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2.
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Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and
conditions.
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IN WITNESS WHEREOF, the parties agree to the terms and conditions of this Amendment, both as to form and substance, and the parties have
executed this Amendment as of the day and year first written above:
COMPANY:
U.S. Physical Therapy, Inc.
By: /s/ Lawrence McAfee
Lawrance McAfee, CFO
EXECUTIVE:
/s/ Christopher Reading
Christopher Reading
Exhibit 10.2
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (“Amendment”) is entered into as of the 20th
day of August, 2020 (the “Effective Date”) by and between U.S. Physical Therapy, Inc. (the “Company”)
and Lawrance McAfee (“Executive”), for the purpose of amending that certain Third Amended and Restated Employment Agreement between the Company and Executive, dated
as of May 21, 2019 (the “Employment Agreement”). The parties hereby agree that
the Employment Agreement is hereby modified as provided herein.
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1.
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Effective as of August 1, 2020, Section 5 of the Employment Agreement is amended to restore Executive’s annualized salary to $510,000.00 per annum,
which was the salary level prior to the reduction implemented as of March 26, 2020, which voluntarily was taken by Executive relating to the COVID-19 pandemic.
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2.
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Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and
conditions.
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IN WITNESS WHEREOF, the parties agree to the terms and conditions of this Amendment, both as to form and substance, and the parties have
executed this Amendment as of the day and year first written above:
COMPANY:
U.S. Physical Therapy, Inc.
By: /s/ Christopher Reading
Christopher Reading, CEO
EXECUTIVE:
/s/ Lawrance McAfee
Lawrance McAfee
Exhibit 10.3
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (“Amendment”) is entered into as of the 20th
day of August, 2020 (the “Effective Date”) by and between U.S. Physical Therapy, Inc. (the “Company”)
and Glenn McDowell (“Executive”), for the purpose of amending that certain Second Amended and Restated Employment Agreement between the Company and Executive, dated
as of May 21, 2019 (the “Employment Agreement”). The parties hereby agree that
the Employment Agreement is hereby modified as provided herein.
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1.
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Effective as of August 1, 2020, Section 4 of the Employment Agreement is amended to restore Executive’s annualized salary to $510,000.00 per annum,
which was the salary level prior to the reduction implemented as of March 26, 2020, which voluntarily was taken by Executive relating to the COVID-19 pandemic.
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2.
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Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and
conditions.
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IN WITNESS WHEREOF, the parties agree to the terms and conditions of this Amendment, both as to form and substance, and the parties have
executed this Amendment as of the day and year first written above:
COMPANY:
U.S. Physical Therapy, Inc.
By: /s/ Christopher Reading
Christopher Reading, CEO
EXECUTIVE:
/s/ Glenn McDowell
Glenn McDowell
Exhibit 10.4
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (“Amendment”) is entered into as of the 20th
day of August, 2020 (the “Effective Date”) by and between U.S. Physical Therapy, Inc. (the “Company”)
and Graham Reeve (“Executive”), for the purpose of amending that certain Amended and Restated Employment Agreement between the Company and Executive, dated as of May
21, 2019 (the “Employment Agreement”). The parties hereby agree that the
Employment Agreement is hereby modified as provided herein.
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1.
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Effective as of August 1, 2020, Section 4 of the Employment Agreement is amended to restore Executive’s annualized salary to $540,000.00 per annum,
which was the salary level prior to the reduction implemented as of March 26, 2020, which voluntarily was taken by Executive relating to the COVID-19 pandemic.
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2.
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Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and
conditions.
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IN WITNESS WHEREOF, the parties agree to the terms and conditions of this Amendment, both as to form and substance, and the parties have
executed this Amendment as of the day and year first written above:
COMPANY:
U.S. Physical Therapy, Inc.
By: /s/ Christopher Reading
Christopher Reading, CEO
EXECUTIVE:
/s/ Graham Reeve
Graham Reeve