-----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, V7+fTa+yw0k2+PlJe0rkA6uz1VboeFlr+wD153OeNDBigFA8TWxT11MD6OPrQxsY Rk628cX/wd8WDFdDh7YTRA== 0000950144-06-001633.txt : 20060228 0000950144-06-001633.hdr.sgml : 20060228 20060228173016 ACCESSION NUMBER: 0000950144-06-001633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 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: 06652356 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 g99877e8vk.htm PSYCHIATRIC SOLUTIONS, INC. - FORM 8-K PSYCHIATRIC SOLUTIONS, INC. - FORM 8-K
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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): February 28, 2006 (February 22, 2006)
 
Psychiatric Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   0-20488   23-2491707
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       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))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-10.1 CASH BONUS PLANS
EX-10.2 2006 LONG-TERM EQUITY COMPENSATION PLAN

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Item 1.01. Entry into a Material Definitive Agreement.
     On February 22, 2006, the Compensation Committee of the Board of Directors of Psychiatric Solutions, Inc. (the “Company”) approved cash bonus plans for the executive officers of the Company for the 2006 fiscal year. A description of the cash bonus plans is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
     In addition, on February 22, 2006, the Compensation Committee adopted the 2006 Long-Term Equity Compensation Plan (the “2006 Plan”). The 2006 Plan provides that the Company’s executive officers and certain key employees are eligible to receive stock options based upon the achievement of certain specified performance targets related to the Company’s adjusted earnings per share (“EPS”). No stock options will be granted if the Company’s adjusted EPS for the current fiscal year does not exceed the adjusted EPS for the prior fiscal year by at least 20%. In the event that stock options are to be granted under the 2006 Plan, the Compensation Committee shall meet with the Company’s Chief Executive Officer on or before March 31 of the following fiscal year to determine the allocation of the stock options to the eligible employees. The foregoing description of the 2006 Plan is qualified in its entirety by reference to the 2006 Plan, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
         
  10.1    
Psychiatric Solutions, Inc. Cash Bonus Plans
       
 
  10.2    
Psychiatric Solutions, Inc. 2006 Long-Term Equity Compensation Plan

 

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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.
 		  
Date: February 28, 2006  By:   /s/ Christopher L. Howard    
    Christopher L. Howard   
    Executive Vice President, General Counsel and
Secretary 		  

 

Table of Contents

         
INDEX TO EXHIBITS
         
Exhibit Number   Description of Exhibits
  10.1    
Psychiatric Solutions, Inc. Cash Bonus Plans
       
 
  10.2    
Psychiatric Solutions, Inc. 2006 Long-Term Equity Compensation Plan

 

EX-10.1 2 g99877exv10w1.txt EX-10.1 CASH BONUS PLANS Exhibit 10.1 2006 CASH BONUS PLANS The Compensation Committee approved a bonus plan for executive officers of the Company to be effective for the 2006 fiscal year. Pursuant to the 2006 bonus plan, Joey A. Jacobs, Steven T. Davidson, Brent Turner, Jack E. Polson, Christopher L. Howard and the individual hired as Chief Operating Officer, when and if hired by the Company, may be awarded cash bonuses based upon the Company's attainment of certain performance targets during 2006. The plan provides that the bonus of Mr. Jacobs, Mr. Davidson, Mr. Turner, Mr. Polson and Mr. Howard for 2006 will be based 60% upon targets related to the comparison of the Company's actual earnings before income from continuing operations before interest expense (net of interest income), income taxes, depreciation and amortization ("EBITDA") to budgeted EBITDA for 2006; 20% upon targets related to adjusted earnings per share for 2006; and 20% on other criteria selected by the Compensation Committee. The bonus for the Company's Chief Operating Officer for 2006 will be based 70% upon targets related to the comparison of the Company's actual EBITDA to budgeted EBITDA for 2006; 20% upon targets related to adjusted earnings per share for 2006; and 10% on other criteria selected by the Compensation Committee. In addition, the Company must collect at least 95% of revenue recorded in order for the executive officers to be eligible for payment of a bonus. The maximum bonus award (as a percentage of base salary) that each executive officer can receive is as follows: Mr. Jacobs, 135%; the Chief Operating Officer, 90%; and Mr. Davidson, Mr. Turner, Mr. Polson and Mr. Howard, 67.5%. Following the end of the 2006 fiscal year, the Compensation Committee will determine whether and the extent to which the applicable 2006 performance targets discussed above were met. The awarding of cash bonuses is subject to the discretion of the Compensation Committee. EX-10.2 3 g99877exv10w2.txt EX-10.2 2006 LONG-TERM EQUITY COMPENSATION PLAN Exhibit 10.2 PSYCHIATRIC SOLUTIONS, INC. 2006 LONG-TERM EQUITY COMPENSATION PLAN The 2006 Long-Term Equity Compensation Plan (the "Plan") of Psychiatric Solutions, Inc. (the "Company") will be administered by the Compensation Committee of the Board of Directors (the "Committee"). The Company's executive officers and certain key employees (together, the "Eligible Employees") will be eligible to participate in the Plan. 1. Stock Option Grants. (a) If the Company's adjusted EPS for the current fiscal year (the "Current Year EPS") does not exceed the Company's adjusted EPS for the prior fiscal year (the "Prior Year EPS") by at least 20%, no stock options will be granted. (b) If the Company's Current Year EPS exceeds the Company's Prior Year EPS by not less than 20%, and not more than 30%, the Company will grant stock options to the Eligible Employees to purchase that number of shares of Common Stock which is equal to not less than 2.00%, and not more than 3.00%, of the Company's aggregate total of issued and outstanding shares of Common Stock as of the grant date, the exact number to be determined in the sole discretion of the Committee. (c) If the Company's Current Year EPS exceeds the Company's Prior Year EPS by more than 30%, the Company will grant stock options to the Eligible Employees to purchase that number of shares of Common Stock which is equal to 3.00% of the Company's aggregate total of issued and outstanding shares of Common Stock as of the grant date. 2. Allocation of Stock Options. In the event stock options are granted under the Plan, the Committee shall meet with the Company's Chief Executive Officer on or before March 31 of the following fiscal year to determine the allocation of the stock options to the Eligible Employees. 3. Vesting and Terms of Stock Options. Any stock options granted pursuant to the Plan shall be issued under the Company's Equity Incentive Plan and subject to all of the terms and conditions of the Company's Equity Incentive Plan. In addition, such stock options shall vest and become exercisable over three years, with 25% vesting on the date of grant and 25% vesting on the anniversary of the date of grant over the next three years. -----END PRIVACY-ENHANCED MESSAGE-----