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):
April 1, 2005 (September 1, 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 1.01 Entry into a Material Definitive Agreement
The Compensation Committee of the Board of Directors has previously approved the
following grants of options to purchase shares of our common stock to certain
executive officers indicated below:
Number Exercise Price
Grant Date Grantee and Title of Shares (per share)
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September 1, 2004 Michael L. Lang 45,000 $12.62
Senior Vice President of
Business Development
February 23, 2005 Glenn D. McDowell 45,000 $13.97
Chief Operating Officer
The options were granted under our 2003 Stock Incentive Plan (filed April 24,
2004 with our Definitive Proxy Statement for our 2004 Annual Meeting of
Stockholders), with the following basic terms: (i) the exercise price is equal
to the fair market value on the grant date, which was the closing price on the
respective date of grant; (ii) ten-year duration; and (iii) vesting is at the
rate of 20% per year beginning on the first anniversary of the grant date. The
remaining terms of each option grant are set forth in our 2003 Stock Incentive
Plan and our form of Non-Qualified Stock Option Agreement pursuant to the 2003
Stock Incentive Plan filed as Exhibit 10.1 to this Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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10.1 Form of Non-Qualified Stock Option Agreement pursuant to the
2003 Stock Incentive Plan.
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: April 1, 2005 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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10.1 Form of Non-Qualified Stock Option Agreement pursuant to the
2003 Stock Incentive Plan.