-----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, UvzVUg/fOD3PSqfWenEPAXq6T3grrdwt9Zx3lIbU0Qf4v7BG4uy1nrbSheXkfJvI iV4aAB/ZfbxpuxRednARbA== 0000950144-04-012126.txt : 20041216 0000950144-04-012126.hdr.sgml : 20041216 20041216145940 ACCESSION NUMBER: 0000950144-04-012126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 041207927 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 8-K 1 g92395e8vk.htm HCA INC. HCA INC.
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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): December 16, 2004 (December 14, 2004)

HCA INC.

(Exact name of registrant as specified in its charter)
         
Delaware   001-11239   75-2497104
  		 
  		 
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer
      Identification No.)
     
One Park Plaza, Nashville, Tennessee   37203
  		 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

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):

     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))

 

TABLE OF CONTENTS

Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE

Table of Contents

Item 8.01. Other Events

     On December 16, 2004, HCA Inc. (the “Company”) issued a press release announcing that it has accelerated the vesting of all unvested options awarded to employees and officers under the Company’s 2000 Equity Incentive Plan which had exercise prices greater than the closing price at December 14, 2004 of $40.89 per share, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)

     
Exhibit    
Number
   Exhibit Title
99.1
  Press Release dated December 16, 2004

 

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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.
         
  HCA INC.
 		  
  By:   /s/ R. Milton Johnson    
    R. Milton Johnson    
    Executive Vice President and Chief Financial Officer   
 

Date: December 16, 2004

 

Table of Contents

     
EXHIBIT INDEX
     
Exhibit    
Number
   Exhibit Title
99.1
  Press Release dated December 16, 2004

 

EX-99.1 2 g92395exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [HCA LOGO] news - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough Jeff Prescott 615-344-2688 615-344-5708 HCA ANNOUNCES ACCELERATION OF OPTION VESTING NASHVILLE, TN. DECEMBER 16, 2004 -- HCA (NYSE: HCA) today announced it has accelerated the vesting of all unvested options awarded to employees and officers under the Company's 2000 Equity Incentive Plan which had exercise prices greater than the closing price at December 14, 2004 of $40.89 per share. Options to purchase approximately 19.1 million shares became exercisable immediately as a result of the vesting acceleration. Of these 19.1 million options, 12.4 million were scheduled to vest over the next 14 months. "We believe the accelerated vesting will result in the Company not being required to recognize any compensation expense associated with these option grants in the current year and is also expected to result in the Company not being required to recognize approximately $83 million, net of taxes, of compensation expense in future periods. We believe this is the appropriate decision and in the best interest of the Company and its shareholders," stated Jack O. Bovender, Jr., HCA's Chairman and CEO. Assuming the Financial Accounting Standard Board (the "FASB") proposed statement "Share-Based Payment" ("FAS 123R") is adopted as expected, the action announced today would potentially result in the Company not being required to recognize share-based compensation expense, net of taxes, of approximately $26 million in 2005, $36 million in 2006, $19 million in 2007, and $2 million in 2008, based on valuation calculations using the Black-Scholes methodology. The estimated $26 million amount for 2005 is based on the assumption that the Company will elect to apply the expense recognition provisions of FAS 123R beginning July 1, 2005. # # # This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements regarding the accounting treatment for stock options, the estimated impact of the acceleration of vesting and all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, the possibility that FAS 123R will not be issued and implemented according to the FASB's stated plans and other risk factors detailed in the Company's filings with the SEC. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All references to "Company" and "HCA" as used throughout this document refer to HCA Inc. and its affiliates. -----END PRIVACY-ENHANCED MESSAGE-----