-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXuQspKQCatzv+qYC3Y/hMslDril8AUG7vGupOelYg33fpaQ8U+WIW4Qw258w6Ui dOpaPDWADzj1H6CnSwydoQ== 0000812191-06-000010.txt : 20060213 0000812191-06-000010.hdr.sgml : 20060213 20060213134346 ACCESSION NUMBER: 0000812191-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABCARE GROUP INC CENTRAL INDEX KEY: 0000812191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 510265872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14655 FILM NUMBER: 06602364 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD 17TH FLR STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 FORMER COMPANY: FORMER CONFORMED NAME: REHABCARE CORP DATE OF NAME CHANGE: 19940218 8-K 1 eightk2706comprelease.htm

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): February 7, 2006

 

REHABCARE GROUP, INC.

(Exact name of Company as specified in its charter)

 

Delaware

0-19294

51-0265872

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

 

Identification No.)

 

 

7733 Forsyth Boulevard

 

 

Suite 2300

 

 

St. Louis, Missouri

63105

 

(Address of principal executive offices)

(Zip Code)

 

(314) 863-7422

(Company’s telephone number, including area code)

 

Not applicable

(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 Company under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

 

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))

 

 

 

 

Item 1.01    Entry into a Material Definitive Agreement

 

At its February 7, 2006 meeting, the Board of Directors of the Registrant established base salary increases for the Chief Executive Officer and the other named executives of the Registrant to be effective on March 1, 2006. On the basis of an evaluation of the performance of each of the executive officers during 2005 and, in the case of certain executive officers, a change in job responsibilities during 2005, the Board of Directors approved salary increases for the Chief Executive Officer and the other named executive officers ranging from 0% to 12.2% of base salary. The Board of Directors also established the 2005 short-term incentive plan pay-outs for the Chief Executive Officer and other named executive officers based on the Registrant’s performance against pre-established revenue and earnings per share objectives and the respective executive’s performance against individual objectives. The current and new base salary information and 2005 short-term incentive pay-outs for each of the Chief Executive Officer and the named executive officers, and the base salary increases on both a percentage and dollar basis, are set forth in exhibit 10.1 to this Form 8-K.

 

The Board of Directors also established performance criteria applicable to the Registrant’s long-term executive incentive plan for the 2006-2008 performance period and for the short-term executive incentive plan for the 2006 plan year. All of the executive officers of the registrant participate in the long-term incentive plan, which will pay awards to participants in cash based upon achievement of certain pre-established performance objectives set for the performance period. The long-term executive incentive plan also includes a grant of restricted stock to each executive officer except the Chief Executive Officer. The grants have a 3 year cliff vesting restriction. All of the executive officers of the Registrant also participate in the short-term incentive plan, which will pay cash awards to participants upon achievement of certain pre-established performance objectives set for the year. If minimum levels of target performance are not met, no cash awards will be paid to participants under the long-term incentive plan or the short-term incentive plan.

 

The performance measures under both the long-term incentive plan and the short-term incentive plan for executive officers are revenue and earnings per share. A third component of the performance measures is individual objectives for each executive officer. The range of target cash award pay-outs under the long term incentive plan is from 15% to 75% of the executive officer’s base pay. Depending on performance against the plan objectives, actual amounts payable may range between zero percent and 160 percent of the target pay-out percentages.

 

The range of target cash award pay-outs under the short-term incentive plan is 35% to 60% of the executive officer’s base pay. Depending on performance against the plan objectives, actual amounts payable may range between zero percent and 180 percent of the target pay-out percentages.

 

Item 9.01 Financial Statements and Exhibits.

 

 

(c) Exhibits.

 

10.1                 Schedule of Base Salary Increases, Bonuses and Restricted Stock Awards for Named Executive Officers

 

 

 

 

 

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: February 13, 2006

 

 

REHABCARE GROUP, INC.

 

 

 

 

 

 

By:

/s/  Jeff A. Zadoks                   

 

Jeff A. Zadoks

 

Vice President, Interim Chief

 

Financial Officer

 

 

 

 

 

Exhibit 10.1

 

Schedule of Base Salary Increases, Bonuses and

Restricted Stock Awards for Named Executive Officers

 

 

Name

Current Base Salary

Percentage Increase in Base Salary

Dollar Increase in Base Salary

New Base Salary

Cash Bonus Award

Restricted Stock Award (Number of Shares)

John H. Short, Ph.D

$556,200

4.0%

$22,248

$578,448

$115,580

0

Tom E. Davis

$313,664

4.0%

$12,536

$326,200

$60,251

8,990

David B. Groce (1)

$220,000

0.0%

$0

$220,000

$0

4,200

Patricia M. Henry (2)

$300,000

12.2%

$36,700

$336,700

$57,626

8,600

Jeff A. Zadoks (3)

$165,000

0.0%

$0

$165,000

$47,608

1,260

Vincent L. Germanese (4)

N/A

N/A

N/A

N/A

$20,000

N/A

Mark A. Bogovich (4)

N/A

N/A

N/A

N/A

$35,536

N/A

 

(1)

Mr. Groce was hired as Senior Vice President, General Counsel and Corporate Secretary of the Registrant on December 1, 2005 and was not eligible for the 2005 short-term incentive plan.

(2)

Certain commuting expenses previously reimbursed by the Registrant to Ms. Henry will no longer be reimbursed in 2006. Ms. Henry’s base compensation adjustment was impacted by this change in expense reimbursement policy.

(3)

Mr. Zadoks was granted a discretionary bonus in excess of the amount otherwise payable according to the performance objectives of the short-term incentive plan in recognition of additional job responsibilities taken on during the year.

(4)

Messrs. Germanese and Bogovich are no longer Named Executive Officers of the Registrant but were Named Executive Officers of the Registrant for all or part of 2005.

 

 

 

 

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