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):
September 7, 2007 (September 6, 2007)
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.
On September 6, 2007, U.S. Physical Therapy, Ltd. ("USPT Ltd."), a
wholly-owned subsidiary of U.S. Physical Therapy, Inc. (the "Company"), entered
into a Reorganization and Securities Purchase Agreement (the "Purchase
Agreement") with STAR Physical Therapy, LP ("STAR LP"), the limited partners of
STAR LP, and Regg E. Swanson, as Seller Representative and in his individual
capacity, pursuant to which the Company, through USPT Ltd., acquired a majority
interest in STAR LP. Prior to, and in connection with, the transactions
contemplated by the Purchase Agreement, STAR Physical Therapy, LLC ("STAR LLC")
completed a reorganization pursuant to which its members became limited
partners, and STAR PT Management GP, LLC, the sole member of which is a
wholly-owned subsidiary of the Company, became the general partner, of STAR LP.
Star LP owns and operates 52 outpatient physical and occupational therapy
clinics and manages seven other facilities for third parties. As a result of the
transactions contemplated by the Purchase Agreement, USPT Ltd. will own 69% of
the limited partnership interests and the 1% general partnership interest in
STAR LP (the "Acquired Interests").
USPT Ltd. paid an aggregate of $23,100,000 for the Acquired Interests,
including (i) $19,100,000 in cash, (ii) a promissory note in the amount of
$1,000,000, and (iii) 227,618 restricted shares of the Company's common stock,
representing an aggregate of $3,000,000 based on a price of $13.18 per share
determined pursuant to the terms of the Purchase Agreement. The shares of the
Company's common stock were issued in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933, as amended (the
"Securities Act"). Approximately, $9.1 million of the cash consideration was
funded from the Company's cash reserve and $10.0 million under the Company's
credit agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure under Item 1.01 of this Form 8-K relating to the closing of
the transactions contemplated by the Purchase Agreement is incorporated by
reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure under Item 1.01 of this Form 8-K relating to the issuance of
shares of the Company's common stock in connection with the closing of the
transactions contemplated by the Purchase Agreement is incorporated by reference
into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In connection with the transactions contemplated by the Purchase Agreement,
the Company expanded its board of directors (the "Board") from 10 to 11
directors and appointed Regg E. Swanson as a director of the Company to fill
such vacancy. Mr. Swanson's term expires at the Company's 2008 Annual Meeting of
Stockholders.
Mr. Swanson is founder of STAR LLC and, since 1997, its president and
managing member. He has been involved with sports medicine and physical therapy
for over 25 years. In 1988, Mr. Swanson was one of the U. S. Athletic trainers
invited to travel with the Olympic team to Seoul Korea. He was honored in 1991
as Tennessee Clinical Athletic Trainer of the Year.
The Board did not appoint Mr. Swanson to any of its committees. He was not
elected pursuant to any arrangement or understanding between himself and any
other person. Other than the transactions contemplated by the Purchase
Agreement, Mr. Swanson has not had a direct or indirect material interest in any
transaction to which the Company is a party.
Item 7.01 Regulation FD Disclosure.
On September 7, 2007, the Company issued a press release announcing the
execution of the Purchase Agreement referred. A copy of this press release is
attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 and the related exhibit
furnished in Item 9.01 shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section. Such information may only
be incorporated by reference in another filing under the Exchange Act or the
Securities Act, if such subsequent filing specifically references such
information.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) will be filed by
amendment no later than 71 calendar days after the date of this Form 8-K.
(b) Pro Forma Financial Information.
The financial statements required by Item 9.01(b) will be filed by
amendment no later than 71 calendar days after the date of this Form 8-K.
(d) Exhibits.
Exhibit No. Description
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10.1* Reorganization and Securities Purchase Agreement
dated as of September 6, 2007 between U.S.
Physical Therapy, Ltd., STAR Physical Therapy,
LP ("STAR LP"), the limited partners of STAR LP,
and Regg Swanson as Seller Representative and in
his individual capacity
99.1* Press Release dated September 7, 2007
* Filed herewith
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: September 7, 2007 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal financial
and accounting officer)
Exhibit Index
Exhibit No. Description
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10.1* Reorganization and Securities Purchase Agreement
dated as of September 6, 2007 between U.S.
Physical Therapy, Ltd., STAR Physical Therapy,
LP ("STAR LP"), the limited partners of STAR LP,
and Regg Swanson as Seller Representative and in
his individual capacity
99.1* Press Release dated September 7, 2007
* Filed herewith