8-K 1 dolcfo8k2002.txt 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): November 15, 2002 REHABCARE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19294 51-0265872 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification organization) Number) 7733 Forsyth Boulevard 17th Floor St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 863-7422 Item 5. Other Events - Press Release "RehabCare Group Names Vincent Germanese as Chief Financial Officer" attached as Exhibit 99.1 - Press Release "RehabCare Group Finalizes Wage and Hour Settlement with U.S. Department of Labor" attached as Exhibit 99.2 Item 7. Financial Statements and Exhibits (c) Exhibits See Exhibit Index. Page 2 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. Dated: November 19, 2002 REHABCARE GROUP, INC. By:/s/ James M. Douthitt ------------------------------- James M. Douthitt Senior Vice President and Chief Accounting Officer Page 3 EXHIBIT INDEX Exhibit No Description 99.1 RehabCare Group Names Vincent Germanese as Chief Financial Officer 99.2 RehabCare Group Finalizes Wage and Hour Settlement with U.S. Department of Labor Page 4 Exhibit 99.1 CONTACT: RehabCare Group, Inc. Alan C. Henderson Chief Executive Officer James M. Douthitt Chief Accounting Officer Betty Cammarata Director - Investor Relations (314) 863-7422 or FD Morgen-Walke Gordon McCoun/Lanie Fladell Press: Sean Leous (212) 850-5600 FOR IMMEDIATE RELEASE FRIDAY, NOVEMBER 15, 2002 REHABCARE GROUP NAMES VINCENT GERMANESE AS CHIEF FINANCIAL OFFICER ST. LOUIS, MO, November 15, 2002--RehabCare Group, Inc. (NYSE: RHB) today announced that Vincent L. Germanese has been named Chief Financial Officer of the Company, effective November 18, 2002. Mr. Germanese, age 51, has more than twenty-five years experience consulting for public and private companies in the healthcare and life sciences industries, and most recently served as a vice president of Cap Gemini Ernst & Young. He has held various management positions during his tenure with Ernst & Young that began in 1973. Mr. Germanese was named a partner at Ernst & Young in 1984. He is a certified public accountant and holds an undergraduate degree in accounting from St. Louis University. James M. Douthitt, the Chief Accounting Officer of the Company, has been performing the duties of the chief financial officer during the national search to fill the position. Mr. Douthitt will continue in his role as Chief Accounting Officer. Alan C. Henderson, Chief Executive Officer, stated, "Vince's appointment is the culmination of an extended process to find the right person for the position of Chief Financial Officer. We believe that Vince's extensive experience as a consultant to hospitals and healthcare systems will allow him to provide valuable insights into our current business models as well as future strategic considerations." -MORE- REHABCARE GROUP NAMES VINCENT GERMANESE AS CHIEF FINANCIAL OFFICER Page 2 Mr. Germanese said, "I am pleased to be a part of a rapidly growing company such as RehabCare. After almost thirty years of providing outside professional and consulting services to companies such as RehabCare, I am excited about the challenge of working as a member of the inside management team." RehabCare Group, Inc., headquartered in St. Louis, is a leading provider of temporary healthcare staffing services and program management of inpatient rehabilitation and skilled nursing units, outpatient therapy programs and contract therapy services in conjunction with over 7,000 hospitals, nursing homes and other long-term care facilities throughout the United States. RehabCare is pleased to be included in the Russell 2000 and the Standard and Poor's Small Cap 600 indices. This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause RehabCare's actual results in future periods to differ materially from forecasted results. These risks and uncertainties may include, but are not limited to, the effect of certain corrective actions taken in supplemental staffing, the timing and magnitude of volume improvements, new program openings and planned cost controls, fluctuations in occupancy of RehabCare's hospital and long-term care clients, changes in and compliance with governmental reimbursement regulations or policies, the inability to attract new client relationships or to retain existing client relationships, the inability to attract operational and professional employees, the adequacy and effectiveness of operating and administrative systems, litigation risks, including an inability to predict the ultimate costs and liabilities or the disruption of RehabCare's operations, and general economic downturn. NOTE: More information on RehabCare can be found on the World Wide Web at http://www.rehabcare.com. ------------------------- Photo available upon request. -END- Exhibit 99.2 CONTACT: RehabCare Group, Inc. Alan C. Henderson Chief Executive Officer James M. Douthitt Chief Accounting Officer Betty Cammarata Director - Investor Relations (314) 863-7422 or FD Morgan Walke Gordon McCoun/Lanie Fladell Press: Sean Leous (212) 850-5600 FOR IMMEDIATE RELEASE Tuesday, November 19, 2002 REHABCARE GROUP FINALIZES WAGE AND HOUR SETTLEMENT WITH U.S. DEPARTMENT OF LABOR ST. LOUIS, MO, November 19, 2002 -- RehabCare Group, Inc. (NYSE: RHB) today announced that the United States Department of Labor has approved the results of the Company's self-audit of its wage and hour practices within its StarMed Staffing Division during the period spanning from January 1, 1998 through December 31, 2001. This agreement will fully settle the federal action filed against RehabCare by the Labor Department in October 2001. Under the terms of the settlement, RehabCare agreed, without admitting liability, to compute and pay back wages owed to temporary employees of StarMed who were not properly compensated for overtime during the period. RehabCare will pay the affected employees an aggregate of $2.85 million as a result of the settlement. The settlement will not adversely impact RehabCare's income for the current quarter or fiscal year because the reserve that RehabCare established in the fourth quarter of 2001 will cover the costs of the self-audit, the required payments to the employees and related employment taxes and assessments payable by RehabCare. -MORE- REHABCARE GROUP FINALIZES WAGE AND HOUR SETTLEMENT WITH U.S. DEPARTMENT OF LABOR Page 2 Alan C. Henderson, President and Chief Executive Officer, stated, "From the time overtime discrepancies were discovered at StarMed, we committed substantial resources at the Company to conducting a complete accounting on this issue and, most importantly, making things right by our employees, both past and present. We appreciate the Labor Department's cooperation in allowing us to conduct the audit of the wage and time records because it enabled us to gain a better understanding of the imbedded weaknesses of the old payroll practices at StarMed. We believe that we handled the audit as professionally and expeditiously as possible and we are confident that we have the internal controls now in place to assure that overtime is being properly recorded and paid at StarMed as it is in RehabCare's other divisions." RehabCare expects to begin distributing payments to the employees on or about November 29, 2002. In order to facilitate the distribution, RehabCare has established a toll-free telephone number for the affected employees. The toll-free number is (800) 411-2041. RehabCare Group, Inc., headquartered in St. Louis, is a leading provider of temporary healthcare staffing services and program management of inpatient rehabilitation and skilled nursing units, outpatient therapy programs and contract therapy services in conjunction with over 7,000 hospitals, nursing homes and other long-term care facilities throughout the United States. RehabCare is pleased to be included in the Russell 2000 and the Standard and Poor's Small Cap 600 indices. The release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause RehabCare's actual results in future periods to differ materially from forecasted results. These risks and uncertainties may include, but are not limited to, the effect of certain corrective actions taken in supplemental staffing, the timing and magnitude of volume improvements, new program openings and planned cost controls, fluctuations in occupancy of -MORE- REHABCARE GROUP FINALIZES WAGE AND HOUR SETTLEMENT WITH U.S. DEPARTMENT OF LABOR Page 3 RehabCare's hospital and long-term care clients, changes in and compliance with governmental reimbursement regulations or policies, the inability to attract new client relationships or to retain existing client relationships, the inability to attract operational and professional employees, the adequacy and effectiveness of operating and administrative systems, litigation risks, including an inability to predict the ultimate costs and liabilities or the disruption of RehabCare's operations, and general economic downturn. NOTE: More information on RehabCare can be found on the World Wide Web at http://www.rehabcare.com. ------------------------- -END-