-----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, RDJX4JGh8hHZTAcF9rcxLU+3IT0lCcMf2OwS2/1/84cUukaJGfBka9O4VvLD2xLO Gynf+RvXT5G8moyo7Tmi8Q== 0000950144-05-004202.txt : 20050422 0000950144-05-004202.hdr.sgml : 20050422 20050421214341 ACCESSION NUMBER: 0000950144-05-004202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050421 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 05765902 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K 1 g94715e8vk.htm PSYCHIATRIC SOLUTIONS, INC. Psychiatric Solutions, Inc.
 

 
 

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): April 21, 2005

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   0-20488   23-2491707
(State or Other
Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067
(Address of Principal Executive Offices)

(615) 312-5700
(Registrant’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 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 under the Exchange Act (17 CFR 240.14a-12)

¨   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 March 8, 2005, the Compensation Committee of the Board of Directors of Psychiatric Solutions, Inc. (the “Company”) approved cash bonus plans for certain executive officers of the Company. The Company officially adopted the cash bonus plans on April 21, 2005. The following summary of the cash bonus plans is qualified in its entirety by reference to the full text of the cash bonus plans, which are attached hereto as Exhibit 10.1 and are incorporated herein by reference.

     The cash bonus plans are effective for the 2005 fiscal year. The cash bonus plans provide that certain executive officers of the Company may be awarded cash bonuses based on various weighted corporate and individual performance goals, including, but not limited to, the Company’s adjusted earnings per share and the comparison of actual EBITDA to budgeted EBITDA for the fiscal year. The Compensation Committee has designated a maximum percentage of base salary for each participant based upon such participant’s position with the Company. The recommendations and award amounts are based on the level of achievement of specified goals and the participant’s targeted percentage of base salary that may be earned as a bonus. In addition, the actual award may be increased or decreased based upon other criteria in the discretion of the Compensation Committee and the Company’s Chief Executive Officer (other than with respect to the bonus earned by the Chief Executive Officer, which shall be in the discretion of the Compensation Committee).

     The Board of Directors has approved changes to the compensation paid to non-employee members of the Board of Directors, effective for the 2005 fiscal year. Each non-employee director will receive an annual cash retainer of $12,000 in addition to the fees paid for attending or participating in meetings. Prior to 2005, a non-employee director did not receive an annual retainer unless such director served as Chair of one of the committees of the Board. The Chairs of the Audit Committee and the Compliance Committee will receive an additional cash retainer of $24,000, which is unchanged from 2004. The Chairs of the Compensation Committee and the Nominating and Corporate Governance Committee will receive an additional cash retainer of $12,000, a decrease of $12,000.

     The Board of Directors has proposed an amendment to the Company’s Outside Directors’ Non-Qualified Stock Option Plan providing for an increase in the number of options granted to a new non-employee director. If adopted by the stockholders of the Company at the Annual Meeting of Stockholders on May 17, 2005, a new non-employee director would receive an option to purchase 6,000 shares of the Company’s common stock on the date of the director’s initial election or appointment to the Board. Prior to the amendment, a new non-employee director received an option to purchase 4,000 shares of the Company’s common stock on the date of the annual meeting following the director’s initial election or appointment to the Board.

     Item 9.01 Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

     None required

     (b) Pro forma financial information.

     None required

     (c) Exhibits.

     10.1 Psychiatric Solutions, Inc. Cash Bonus Policy.

 

 

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.
         
  PSYCHIATRIC SOLUTIONS, INC.
 		  
  By:   /s/ Brent Turner    
    Brent Turner   
    Vice President, Treasurer and Investor Relations   
 

Date: April 21, 2005

 

 

INDEX TO EXHIBITS

         
Exhibit Number   Description of Exhibits
  10.1    
Psychiatric Solutions, Inc. Cash Bonus Policy.

 

EX-10.1 2 g94715exv10w1.txt EX-10.1 PSYCHIATRIC SOLUTIONS, INC. CASH BONUS POLICY Exhibit 10.1 JOEY JACOBS PSYCHIATRIC SOLUTIONS, INC. BONUS POLICY POSITION: CHIEF EXECUTIVE OFFICER EFFECTIVE DATE: JANUARY 1, 2005 Bonuses will be based on the following criteria: 1. 60% - actual EBITDA for the year of the Company versus budget. 2. 20% - achieve its adjusted EPS. 3. 20% - other criteria. 4. Collection of annual revenues must be at least 95% of revenues recorded to be eligible for a bonus payment. Maximum incentive bonus eligibility shall be 105% of salary (award will be prorated if not a full calendar year). Eligibility for bonus will begin upon achievement of 90% of EBITDA, 70% of salary will be earned at budgeted EBITDA, and 105% of salary (maximum) at 110% of EBITDA budget and above. Bonus amounts will be prorated between achieving 90% and 110% of budgeted EBITDA according to the following schedule. % Actual to Budgeted EBITDA 90% - 100% 0%-70% of salary for bonus 100.01% - 110% 70.01%-105% of salary for bonus Actual Adjusted EPS $1.37 or less 0% $1.38-$1.42 0%-69% $1.43-$1.50+ 70%-105%
BONUSES ARE DISCRETIONARY. The Company shall make final determination regarding eligibility and accounting decisions and in determining actual bonus amounts. All bonuses must be reviewed and approved by the Compensation Committee of the Board of Directors of Psychiatric Solutions before they are final. /s/ Joey A. Jacobs Date: April 21, 2005 - --------------------------------- Psychiatric Solutions, Inc. President and CEO STEVE DAVIDSON PSYCHIATRIC SOLUTIONS, INC. BONUS POLICY POSITION: CHIEF DEVELOPMENT OFFICER EFFECTIVE DATE: JANUARY 1, 2005 Bonuses will be based on the following criteria: 1. 60% - actual EBITDA for the year of the Company versus budget. 2. 20% - achieve its adjusted EPS. 3. 20% - other criteria. 4. Collection of annual revenues must be at least 95% of revenues recorded to be eligible for a bonus payment. Maximum incentive bonus eligibility shall be 67.5% of salary (award will be prorated if not a full calendar year). Eligibility for bonus will begin upon achievement of 90% of EBITDA, 45% of salary will be earned at budgeted EBITDA and 67.5% of salary (maximum) at 110% of EBITDA budget and above. Bonus amounts will be prorated between achieving 90% and 110% of budgeted EBITDA according to the following schedule. % Actual to Budgeted EBITDA 90% - 100% 0%-45% of salary for bonus 100.01% - 110% 45.01%-67.5% of salary for bonus Actual Adjusted EPS $1.37 or less 0% $1.38-$1.42 0%-44% $1.43-$1.50+ 45%-67.5%
BONUSES ARE DISCRETIONARY. The Company shall make final determination regarding eligibility and accounting decisions and in determining actual bonus amounts. All bonuses must be reviewed and approved by the Chief Executive Officer of Psychiatric Solutions before they are final. AN EMPLOYEE MUST BE ACTIVELY EMPLOYED WITH PSYCHIATRIC SOLUTIONS AT THE TIME BONUSES ARE PAID. SHOULD AN EMPLOYEE NOT BE ACTIVELY EMPLOYED AT THE TIME BONUSES ARE PAID THEN HE/SHE FORFEITS HIS/HER ELIGIBILITY TO RECEIVE ANY BONUS. /s/ Joey A. Jacobs Date: April 21, 2005 - --------------------------------- Psychiatric Solutions, Inc. President and CEO BRENT TURNER PSYCHIATRIC SOLUTIONS, INC. BONUS POLICY POSITION: VP - TREASURER AND INVESTOR RELATIONS EFFECTIVE DATE: JANUARY 1, 2005 Bonuses will be based on the following criteria: 1. 60% - actual EBITDA for the year of the Company versus budget. 2. 20% - achieve its adjusted EPS. 3. 20% - other criteria. 4. Collection of annual revenues must be at least 95% of revenues recorded to be eligible for a bonus payment. Maximum incentive bonus eligibility shall be 67.5% of salary (award will be prorated if not a full calendar year). Eligibility for bonus will begin upon achievement of 90% of EBITDA, 45% of salary will be earned at budgeted EBITDA and 67.5% of salary (maximum) at 110% of EBITDA budget and above. Bonus amounts will be prorated between achieving 90% and 110% of budgeted EBITDA according to the following schedule. % Actual to Budgeted EBITDA 90% - 100% 0%-45% of salary for bonus 100.01% - 110% 45.01%-67.5% of salary for bonus Actual Adjusted EPS $1.37 or less 0% $1.38-$1.42 0%-44% $1.43-$1.50+ 45%-67.5%
BONUSES ARE DISCRETIONARY. The Company shall make final determination regarding eligibility and accounting decisions and in determining actual bonus amounts. All bonuses must be reviewed and approved by the Chief Executive Officer of Psychiatric Solutions before they are final. AN EMPLOYEE MUST BE ACTIVELY EMPLOYED WITH PSYCHIATRIC SOLUTIONS AT THE TIME BONUSES ARE PAID. SHOULD AN EMPLOYEE NOT BE ACTIVELY EMPLOYED AT THE TIME BONUSES ARE PAID THEN HE/SHE FORFEITS HIS/HER ELIGIBILITY TO RECEIVE ANY BONUS. /s/ Joey A. Jacobs Date: April 21, 2005 --------------------------------- Psychiatric Solutions, Inc. President and CEO JACK POLSON PSYCHIATRIC SOLUTIONS, INC. BONUS POLICY POSITION: CHIEF ACCOUNTING OFFICER EFFECTIVE DATE: JANUARY 1, 2005 Bonuses will be based on the following criteria: 1. 60% - actual EBITDA for the year of the Company versus budget. 2. 20% - achieve its adjusted EPS. 3. 20% - other criteria. 4. Collection of annual revenues must be at least 95% of revenues recorded to be eligible for a bonus payment. Maximum incentive bonus eligibility shall be 67.5% of salary (award will be prorated if not a full calendar year). Eligibility for bonus will begin upon achievement of 90% of EBITDA, 45% of salary will be earned at budgeted EBITDA and 67.5% of salary (maximum) at 110% of EBITDA budget and above. Bonus amounts will be prorated between achieving 90% and 110% of budgeted EBITDA according to the following schedule. % Actual to Budgeted EBITDA 90% - 100% 0%-45% of salary for bonus 100.01% - 110% 45.01%-67.5% of salary for bonus Actual Adjusted EPS $1.37 or less 0% $1.38-$1.42 0%-44% $1.43-$1.50+ 45%-67.5%
BONUSES ARE DISCRETIONARY. The Company shall make final determination regarding eligibility and accounting decisions and in determining actual bonus amounts. All bonuses must be reviewed and approved by the Chief Executive Officer of Psychiatric Solutions, before they are final. AN EMPLOYEE MUST BE ACTIVELY EMPLOYED WITH PSYCHIATRIC SOLUTIONS AT THE TIME BONUSES ARE PAID. SHOULD AN EMPLOYEE NOT BE ACTIVELY EMPLOYED AT THE TIME BONUSES ARE PAID THEN HE/SHE FORFEITS HIS/HER ELIGIBILITY TO RECEIVE ANY BONUS. /s/ Joey A. Jacobs Date: April 21, 2005 ----------------------------- Psychiatric Solutions, Inc. President and CEO JACK SALBERG PSYCHIATRIC SOLUTIONS, INC. BONUS POLICY POSITION: CHIEF OPERATING OFFICER EFFECTIVE DATE: JANUARY 1, 2005 Bonuses will be based on the following criteria: 1. 70% - actual EBITDA for the year of the Company versus budget. 2. 20% - achieve its adjusted EPS. 3. 10% - other criteria. 4. Collection of annual revenues must be at least 95% of revenues recorded to be eligible for a bonus payment. Maximum incentive bonus eligibility shall be 75% of salary (award will be prorated if not a full calendar year). Eligibility for bonus will begin upon achievement of 90% of EBITDA, 50% of salary will be earned at budgeted EBITDA, and 75% of salary (maximum) at 110% of EBITDA budget and above. Bonus amounts will be prorated between achieving 90% and 110% of budgeted EBITDA according to the following schedule. % Actual to Budgeted EBITDA 90% - 100% 0%-50% of salary for bonus 100.01% - 110% 50.01%-75% of salary for bonus Actual Adjusted EPS $1.37 or less 0% $1.38-$1.42 0%-49% $1.43-$1.50+ 50%-75%
BONUSES ARE DISCRETIONARY. The Company shall make final determination regarding eligibility and accounting decisions and in determining actual bonus amounts. All bonuses must be reviewed and approved by the Chief Executive Officer of Psychiatric Solutions before they are final. AN EMPLOYEE MUST BE ACTIVELY EMPLOYED WITH PSYCHIATRIC SOLUTIONS AT THE TIME BONUSES ARE PAID. SHOULD AN EMPLOYEE NOT BE ACTIVELY EMPLOYED AT THE TIME BONUSES ARE PAID THEN HE/SHE FORFEITS HIS/HER ELIGIBILITY TO RECEIVE ANY BONUS. /s/ Joey A. Jacobs Date: April 21, 2005 - ------------------------------------ Psychiatric Solutions, Inc. President and CEO -----END PRIVACY-ENHANCED MESSAGE-----