- Current report filing (8-K)
August 17 2009 - 4:10PM
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): August 14, 2009
MEDCATH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-33009
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56-2248952
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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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 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
240.13d-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 August 17, 2009, MedCath Corporation (MedCath) announced in a press release that David Bussone
was appointed Executive Vice President and President, Operations Division of MedCath. Mr. Bussone
will join MedCath on September 1, 2009.
Mr. Bussone joins MedCath after serving as senior vice president for Universal Health Services,
Inc.s (UHS) acute division, where Mr. Bussone was responsible for a division comprised of 11
acute care hospitals, with a 12
th
under construction. Before joining UHS, Mr. Bussone
led turnaround efforts at several facilities. They ranged from large, tertiary, teaching hospitals
that he helped during his five years as senior vice president with Cambio Health Solutions in
Brentwood, Tenn., to smaller, acute care facilities that he worked with as CEO of Apparo
Healthcare, a consulting firm he founded to help hospitals and health systems improve their
operations, finances and performance. Prior to that, Mr. Bussone spent three years as CEO of two
Hospital Corporation of America (HCA) hospitals in Florida Mr. Bussones second stint with HCA
after beginning his career there in 1979 as an associate administrator. Mr. Bussone also served
three years as the CEO of Tampa General Healthcare, a 1,050-bed teaching hospital, where he helped
diversify the services offered by acquiring a 150-bed psychiatric facility. Mr. Bussone also has
experience with two doctor-hospital joint ventures, as well as Ambulatory Surgical Center
development and operation. Mr. Bussone has an M.B.A. with a healthcare concentration from Boston
University and a bachelors from UMass-Amherst.
In connection with his employment, Mr. Bussone has entered into an employment agreement (the
Employment Agreement) with MedCath that has an initial term of three years, with automatic
one-year renewal periods. MedCath or Mr. Bussone 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 $425,000, as well as participation
in the bonus plan established by MedCath for senior executives. Additionally MedCath will grant
Mr. Bussone restricted shares in the amount of $500,000. The total number of shares to be granted
will be determined based on the closing price of MedCaths stock on Mr. Bussones first day of
employment, September 1, 2009.
The Employment Agreement additionally allows Mr. Bussone 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.
In the event Mr. Bussones employment is terminated without cause (as defined in the Employment
Agreement), by either MedCath or by Mr. Bussones voluntary termination for good reason (as defined
in the Employment Agreement), Mr. Bussone 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 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. Bussone 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. Bussone 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. Bussone 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. Bussone.
Mr. Bussone is subject to an agreement not to compete for a period of one year following any
termination of Mr. Bussones employment with the Company.
On August 14, 2009, the severance payment provision of Mr. James A. Parker, Interim Chief Financial
Officer, Senior Vice President, Finance and Development employment agreement was amended.
A copy of Mr. Bussones employment agreement, Mr. Parkers amended employment agreement and press
release are included as Exhibits 10.1, 10.2 and 99.1, respectively, and are hereby incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit
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No.
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Description
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10.1
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Employment Agreement dated August 14, 2009
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10.2
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Amendment to Employment Agreement dated August 14, 2009
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99.1
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Press Release dated August 17, 2009
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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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MEDCATH CORPORATION
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Date: August 17, 2009
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By:
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/s/ O. Edwin French
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O. Edwin French
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President and Chief Executive Officer
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