Medcath Corp - Current report filing (8-K)
June 25 2008 - 8:50AM
Edgar (US Regulatory)
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): June 23, 2008
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction of
|
|
000-33009
(Commission File Number)
|
|
56-2248952
(IRS Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
10720 Sikes Place
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(704) 708-6600
(Registrants telephone number, including area code)
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 communications 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 240.13d-4(c))
|
|
|
|
Item 1.01
|
|
Entry into a Material Definitive Agreement and Item 5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers
|
On June 23, 2008, MedCath Corporation (MedCath) announced in a press release that Jeffrey L.
Hinton was appointed Executive Vice President and Chief Financial Officer of MedCath. Mr. Hinton
joined MedCath on June 23, 2008.
Prior to joining MedCath, Mr. Hinton served as the Senior Vice President and Chief Financial
Officer for Matria Healthcare, a $350 million public company that provided disease management and
wellness services, from March 2006 until its successful merger with Inverness Medical Innovations,
Inc. in May 2008. Prior to joining Matria Healthcare, Mr. Hinton served as Vice President Internal
Controls for the new management team of HealthSouth, at that time a $3.7 billion public company
operating inpatient rehabilitation hospitals and ambulatory surgery centers, and providing
outpatient physical therapy and diagnostic services. Mr. Hinton also has served as Chief Financial
Officer with various public and private companies, including an ambulatory surgery center and
specialty hospital company.
In connection with his employment, Mr. Hinton has entered into an employment agreement (the
Employment Agreement) with MedCath. The Employment Agreement has an initial term of three years,
with automatic one-year renewal periods. MedCath or Mr. Hinton may provide written notice of
termination at least 90 days prior to the expiration of the initial term or any renewal term.
The Employment Agreement provides for an annual base salary of $350,000, as well as participation
in the bonus plan (the Bonus Plan) established by MedCath for senior executives. The target
bonus for each fiscal year shall be equal to 50% of the base salary for each fiscal year, for which
the board of directors of MedCath shall have complete authority in establishing all other terms,
such as performance goals, in achieving the bonus payment under the Bonus Plan. The Employment
Agreement additionally allows Mr. Hinton to be eligible to participate in all other compensation
plans or programs maintained by MedCath, as well as employee benefit plans, vacation and other
fringe benefits, and reimbursement of relocation and business-related expenses. Further, in
accordance with the MedCath Corporation 2006 Stock Option and Award Plan, MedCath has granted Mr.
Hinton 100,000 stock options to purchase shares of MedCath common stock at a grant price of $19.33
per share. The shares vest immediately upon grant but are subject to sales restrictions, allowing
50% of purchased shares to be sold in year two of purchasing the shares and 25% every year
thereafter. In accordance with Statement of Financial Accounting Standard No. 123 (as revised),
Share-Based Payment
, MedCath will record approximately $0.8
million in compensation expense during the
third quarter of fiscal 2008 as a result of Mr. Hintons stock option grant.
In the event Mr. Hintons employment is terminated without cause (as defined in the Employment
Agreement), by either MedCath or by Mr. Hintons voluntary termination for good reason (as defined
in the Employment Agreement), Mr. Hinton is entitled to a severance payment (the Severance
Payment). In such an event, he will receive a sum equal to one times his base salary, if such
termination occurs prior to a Change in Control (as defined in the Employment Agreement) or more
than 12 months after a Change in Control, or a sum equal to two times his base salary and one times
his target bonus if the termination occurs upon a Change in Control or at any time within 12 months after
a Change in Control. The Severance Payment is to be paid by MedCath over the twelve month period
following the date of termination in equal installment payments. In addition, Mr. Hinton will have
continued coverage under MedCaths group medical plan for a period ending on the earlier of the
second anniversary of the date of termination or the date on which Mr. Hinton becomes eligible to
be covered under comparable benefit plans of a new employer, provided that he contributes toward
the cost of the coverage equal to the cost paid by active employees. Mr. Hinton will not be
eligible for severance in the event of termination with cause (as defined in the Employment
Agreement) or without good reason (as defined in the Employment Agreement) by Mr. Hinton.
Mr. Hinton is subject to an agreement not to compete for a period of one year following any
termination of Mr. Hintons employment with the Company.
A copy of the Employment Agreement and press release are included as Exhibits 10.1 and 99.1,
respectively, and are hereby incorporated by reference herein.
|
|
|
Item 9.01
|
|
Financial Statements and Exhibits
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
10.1
|
|
Employment Agreement dated June 23, 2008.
|
|
|
|
99.1
|
|
Press Release dated June 23, 2008.
|
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.
|
|
|
|
|
|
MEDCATH CORPORATION
|
|
Date: June 25, 2008
|
By:
|
/s/ O. Edwin French
|
|
|
|
O. Edwin French
|
|
|
|
President and Chief Executive Officer
|
|
|
Medcath (NASDAQ:MDTH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Medcath (NASDAQ:MDTH)
Historical Stock Chart
From Jul 2023 to Jul 2024