LIFEPOINT HOSPITALS, INC. - FORM 8-K
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): December 15, 2006 (December 11, 2006)
LIFEPOINT HOSPITALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0-51251
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20-1538254 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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103 Powell Court, Suite 200
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Brentwood, Tennessee
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37027 |
(Address of Principal Executive Offices)
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(Zip Code) |
(615) 372-8500
(Registrants 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))
TABLE OF CONTENTS
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers; Compensatory Arrangements of Certain
Officers.
On December 11, 2006, LifePoint CSGP, LLC (the Company), a wholly-owned subsidiary of LifePoint
Hospitals, Inc., a Delaware corporation (together with its subsidiaries and affiliates,
LifePoint), entered into an Executive Severance and Restrictive Covenant Agreement (the
Agreement) with William F. Carpenter III, LifePoints President and Chief Executive Officer. The
following summary of the Agreement is qualified in its entirety by reference to the Agreement,
which is attached as Exhibit 10.1 and incorporated herein by
reference. Mr. Carpenter was appointed LifePoints President and
Chief Executive Officer on June 26, 2006 and continues to serve in
such capacity. In the event that Mr. Carpenter is terminated by the
Company (other than pursuant to a change in control as discussed
below), the Agreement specifies the respective rights and obligations
of the Company and Mr. Carpenter.
Pursuant
to the Agreement, Mr. Carpenter continues to be employed at will
and receives compensation in an amount determined by the Board of Directors of LifePoint Hospitals, Inc. or a committee thereof. The
Agreement includes provisions that prohibit Mr. Carpenter from competing with or soliciting
employees or consultants of LifePoint during his employment period and for a period of 24 months
thereafter or disclosing confidential information of LifePoint. The Agreement imposes certain
obligations on the Company upon the termination of Mr. Carpenters employment, including, under
certain circumstances, the continuation of certain benefits for a period of 24 months and the
payment of severance. Any severance received by Mr. Carpenter would be conditioned upon Mr.
Carpenters release of all claims against LifePoint and be paid in an amount equal to his then
current base salary for a period of 24 months following the date of termination of his employment
plus an amount equal to two (2) times Mr. Carpenters bonus earned for the prior fiscal year which
bonus amount would be paid in equal amounts, ratably, over the 24 month period following the date
of termination of his employment.. In the event of a breach by Mr. Carpenter of any of the
restrictive covenants described above, Mr. Carpenter will forfeit additional severance payments
from the date of the breach. The Agreement does not alter the payments and benefits due to Mr.
Carpenter in the event of his termination following a change in control of LifePoint, which are
governed by the LifePoint Hospitals, Inc. Change in Control Severance Plan.
Section 9 Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Executive Severance and Restrictive Covenant
Agreement by and between LifePoint CSGP, LLC and William F. Carpenter
III, dated as of December 11, 2006. |
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10.2 |
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LifePoint Hospitals, Inc. Change in Control
Severance Plan (incorporated by reference from exhibits to the Historic
LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 16,
2002, File No. 000-29818). |
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.
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Date: December 15, 2006 |
LIFEPOINT HOSPITALS, INC.
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By: |
/s/ Michael J. Culotta
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Michael J. Culotta |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibits |
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10.1 |
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Executive Severance and Restrictive Covenant Agreement by and between LifePoint CSGP, LLC
and William F. Carpenter III, dated as of December 11, 2006. |
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10.2 |
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LifePoint Hospitals, Inc. Change in Control Severance Plan (incorporated by reference from
exhibits to the Historic LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 16,
2002, File No. 000-29818). |