UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 9, 2013
EMERGENCY MEDICAL SERVICES CORPORATION
(Exact name of each registrant as specified in its charter)
Delaware |
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001-32701 |
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20-3738384 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Numbers) |
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Identification Nos.) |
6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado |
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80111 |
(Address of principal executive offices) |
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(Zip Code) |
(303) 495-1200
(Registrants telephone number, including area code)
(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 registrants under any of the following provisions (see General Instruction A.2. below):
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 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2013, the American Medical Response subsidiary (AMR) of Emergency Medical Services Corporation (EMSC) announced the departure of AMRs President, Mark Bruning, effective January 14, 2013. The Chief Executive Officer of EMSC, William A. Sanger, will assume Mr. Brunings duties on an interim basis until a successor is appointed, and Mr. Bruning will remain with AMR as an adviser for a transitional period of time. A copy of AMRs press release announcing Mr. Brunings departure is attached hereto as Exhibit 99.1.
Effective upon Mr. Brunings departure from his position as President of AMR, Mr. Bruning is entering into a Separation Agreement, pursuant to which Mr. Bruning will receive two years of his existing base salary in the total amount of $1,055,750, as well as a lump sum payment of $131,969, all in accordance with the terms of his existing employment agreement. Mr. Bruning will also remain eligible to exercise his previously granted options to purchase common stock of EMSCs parent company, CDRT Holding Corporation (the Options), that are vested and exercisable as of January 14, 2013, under the terms of the CDRT Holding Corporation Stock Incentive Plan and Mr. Brunings standard option agreements, and any unvested Options outstanding at such time will be cancelled. In addition, Mr. Bruning will continue to be eligible to receive any bonus payment owed under EMSCs bonus plans for services rendered in fiscal year 2012, and certain standard benefits customarily offered to senior executives, such as eligibility for subsidized coverage under EMSCs and AMRs medical, dental and vision plans for 18 months from the date of his departure.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
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99.1 |
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Press Release of American Medical Response, dated January 9, 2013. |
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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EMERGENCY MEDICAL SERVICES CORPORATION | |
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(Registrant) | |
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January 9, 2013 |
By: |
/s/ Craig A. Wilson |
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Craig A. Wilson |
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Senior Vice President and General Counsel |
Exhibit 99.1
For Immediate Release |
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Contact: |
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Catherine Levy |
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(702) 318-4212 |
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Catherine.levy@rrpartners.com |
AMR Announces Departure of President Mark Bruning
Denver, CO (January 9, 2013) EMSC CEO William A Sanger today announced the departure of AMR president Mark Bruning. EMSC is the parent company of AMR, a provider of emergency medical transportation services. Sanger said Bruning will continue to serve as an adviser to the company.
Marks breadth of knowledge of the industry, coupled with his sincere compassion for our patients, clients and employees are second to none, said Sanger. He will remain with us in an advisory capacity as we navigate the rapidly-changing world of healthcare delivery.
Bruning has worked with AMR for 30 years, beginning as an EMT. He is the first field caregiver to lead AMR in the companys history. He joined the company after several years service in the U.S. Navy. In 2007, Bruning earned his Masters in Business Administration from the Kellogg School of Management at Northwestern University.
I have the utmost pride and respect for the employees of AMR, who I have come to consider family over the past 30 years, said Bruning. Whether responding to Hurricane Katrina, or Super-Storm Sandy, or in any of the hundreds of communities in which AMR serves to provide 9-1-1 emergency medical services and patient transport, our front lines respond with the courage and compassion that have become synonymous with AMR. I look forward to a continued relationship with all of my colleagues.
Brunings departure as president is effective January 14. Sanger will assume his duties on an interim basis.
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American Medical Response Inc. (www.amr.net), Americas leading provider of medical transportation, provides services in 40 states and the District of Columbia. More than 17,000 AMR paramedics, EMTs, RNs and other professionals, with a fleet of 4,100 vehicles, transport more than three million patients nationwide each year in critical, emergency and non-emergency situations. AMR, a subsidiary of Emergency Medical Services Corporation, is headquartered in Greenwood Village, Colo.