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): June 25, 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))
Exhibit Index located on Page 4
Item 1.01 Entry Into a Material Definitive Agreement
Effective June 25, 2006, LifePoint CSGP, LLC, a subsidiary of
LifePoint Hospitals, Inc., a Delaware corporation (the "Company") entered into a
Separation Agreement with Kenneth C. Donahey, who had served as the Company's
chairman, president and chief executive officer. The following summary of the
Separation Agreement is qualified in its entirety by reference to the Separation
Agreement, which is attached as Exhibit 10.1 and incorporated herein by
reference. Effective as of June 25, 2006, the Separation Agreement terminates
the employment agreement between LifePoint CSGP, LLC and Mr. Donahey, effective
June 25, 2001, as amended and restated effective as of December 31, 2004. Mr.
Donahey will receive $3.5 million in two equal installments, December 27, 2006
and June 27, 2007, together with a payment to cover any liability for federal
excise taxes he may incur as a result of the receipt of such payments. The
confidentiality provisions of the Employment Agreement remain in effect for 36
months. During that period, Mr. Donahey may exercise his vested stock options.
He will receive insurance benefits comparable to those available to Company
executives for a period of two years. The Company and Mr. Donahey also agreed to
a mutual release of claims, except for any indemnity claims to which Mr. Donahey
may be entitled and for breaches of the Separation Agreement. Mr. Donahey agreed
not to compete with the Company for a period of one year in non-urban hospitals,
diagnostic/imaging or surgery centers, and the physician recruitment business,
subject to certain limitations, and he agreed not to induce or encourage the
departure of Company employees for a period of one year. LifePoint CSGP, LLC's
obligations under the agreement are guaranteed by the Company.
Item 1.02 Termination of Material Definitive Agreement
On June 26, 2006, the Company issued a press release announcing
that Kenneth C. Donahey, who has served as the Company's chairman, president and
chief executive officer since June 2001, is retiring after five years in the
role and is resigning as a member of the Company's Board of Directors. Effective
as of June 25, 2006, the Separation Agreement terminates the Employment
Agreement between LifePoint CSGP, LLC and Mr. Donahey effective June 25, 2001,
as amended and restated effective as of December 31, 2004. See the discussion
above in Section 1.01, the press release attached as Exhibit 99.1 and the
Separation Agreement attached hereto as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 26, 2006, the Company issued a press release announcing
that, effective immediately, executive vice president William F. (Bill)
Carpenter III, age 51, has been promoted to president and chief executive
officer. Mr. Carpenter replaces Kenneth C. Donahey, who is retiring after
serving five years as the Company's chairman, president and chief executive
officer. In addition, on June 25, 2006, Mr. Donahey resigned from the Company's
Board of Directors, and Mr. Carpenter was elected by the Company's directors to
fill the vacancy resulting from Mr. Donahey's resignation. The terms of any
employment agreement between the Company and Mr. Carpenter have not yet been
agreed upon and will be provided by an amendment to this report. The June 26,
2006, press release also announced that the Company's current lead director,
Owen G. Shell Jr., has been elected as the Company's Chairman of the Board. See
the discussion above in Section 1.01, the press release attached as Exhibit 99.1
and the Separation Agreement attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Separation Agreement by and between LifePoint CSGP, LLC and
Kenneth C. Donahey, effective June 25, 2006.
99.1 Press Release of LifePoint Hospitals, Inc., dated June 26,
2006.
Page 2 of 4 pages
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: June 26, 2006 LIFEPOINT HOSPITALS, INC.
By:/s/ William F. Carpenter III
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William F. Carpenter III
President and Chief Executive Officer
Page 3 of 4 pages
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Separation Agreement by and between LifePoint CSGP, LLC and Kenneth
C. Donahey, effective June 25, 2006.
99.1 Press Release of LifePoint Hospitals, Inc., dated June 26, 2006.
Page 4 of 4 pages