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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 14, 2004

SELECT MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
Incorporation) 		  000-32499
(Commission File
Number) 		  23-2872718
(I.R.S. Employer
Identification No.)

4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, PA 17055

(Address of principal executive offices) (Zip Code)

(717) 972-1100

(Registrant’s telephone number, including area code)

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:

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))

 

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
SELECT MEDICAL CORPORATION PRESS RELEASE
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (c) Appointment of Principal Officers.

          On December 14, 2004, Select Medical Corporation (“Select”) announced the appointment of Patricia A. Rice, 57, to the additional post of President effective on January 1, 2005. She succeeds Robert A. Ortenzio, who will remain Chief Executive Officer of Select and a member of Select’s Board of Directors. The current employment agreements of Mrs. Rice and Mr. Ortenzio, as amended to reflect their new positions, will remain in full force and effect. The press release announcing the appointment of Mrs. Rice, the amendment to Mrs. Rice’s employment agreement and the amendment to Mr. Ortenzio’s employment agreement are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

     
Exhibit No.
  Description
99.1
  Select Medical Corporation press release, dated December 14, 2004.
99.2
  Amendment No. 3 dated as of December 10, 2004 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Patricia A. Rice.
99.3
  Amendment No. 4 dated as of December 10, 2004 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Robert A. Ortenzio.

 

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SIGNATURE

     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, thereunto duly authorized.
         
  SELECT MEDICAL CORPORATION
  		 
Date: December 15, 2004  By:   /s/ Michael E. Tarvin    
    Michael E. Tarvin   
    Senior Vice President, General Counsel and Secretary   

 

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EXHIBIT INDEX

     
Exhibit No.
  Description
99.1
  Select Medical Corporation press release, dated December 14, 2004.
99.2
  Amendment No. 3 dated as of December 10, 2004 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Patricia A. Rice.
99.3
  Amendment No. 4 dated as of December 10, 2004 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Robert A. Ortenzio.

 

 

(NEWS)
R E L E A S E
FOR IMMEDIATE RELEASE

 
(SELECT MEDICAL CORPORATION LOGO)
4716 Old Gettysburg Road
Mechanicsburg, PA 17055
NYSE Symbol: SEM



Select Medical Corporation Appoints Patricia A. Rice,
Chief Operating Officer, To Additional Office Of President

     MECHANICSBURG, PENNSYLVANIA — December 14, 2004 — Select Medical Corporation (NYSE: SEM) today announced the appointment of Patricia A. Rice, 57, to the additional post of President effective on January 1, 2005. Mrs. Rice has served as Executive Vice President and Chief Operating Officer of Select since January 2002, and prior to that served as Executive Vice President of Operations since November 1999. She served as Senior Vice President of Select’s Hospital Operations from December 1997 to November 1999. She succeeds Robert A. Ortenzio, who co-founded Select with its Executive Chairman, Rocco A. Ortenzio. Robert A. Ortenzio will continue in the role of Chief Executive Officer of the Company and a member of its Board of Directors.

     Robert Ortenzio commented, “For many years, Pat has had a vital role in Select’s day-to-day operations as well as its growth and development. She has demonstrated successful leadership and has risen to every challenge presented to her. She has tirelessly worked to shape and improve almost every facet of the Company’s operations. In so doing, she has earned the trust and respect of our employees, directors, investors and many others in the medical communities we serve. I am delighted today to announce her promotion to the office of President.”

     Select Medical Corporation is a leading operator of specialty hospitals in the United States. Select operates 82 long-term acute care hospitals in 25 states. Select operates four acute medical rehabilitation hospitals in New Jersey. Select is also a leading operator of outpatient rehabilitation clinics in the United States and Canada, with approximately 750 locations. Select also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. Information about Select is available at http://www.selectmedicalcorp.com/.

Investor inquiries:

Joel Veit, 717/972-1100
ir@selectmedicalcorp.com

 

AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT

     This is an Amendment dated December 10, 2004 (the “Amendment”) to the Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL CORPORATION , a Delaware corporation (the “Employer”), and PATRICIA A. RICE , an individual (the “Employee”).

Background

     A. The Employer and the Employee executed and delivered that certain Employment Agreement dated as of March 1, 2000, that certain Amendment No. 1 to Employment Agreement dated as of August 8, 2000, and that certain Amendment No. 2 to Employment Agreement dated as of February 23, 2001 (as amended, the “Employment Agreement”). The Employer and the Employee now desire to further amend the Employment Agreement as hereinafter provided.

     B. Accordingly, and intended to be legally bound hereby, the Employer and the Employee agree as follows:

Agreement

     1. Section 1.02 of the Employment Agreement is hereby amended and restated as follows:

     “1.02. Capacity . The Employee shall serve as Executive Vice President and Chief Operating Officer of the Employer until January 1, 2005. From and after January 1, 2005, the Employee shall serve as the President and Chief Operating Officer of the Employer.”

     2. Except as amended hereby, the Employment Agreement shall continue in effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
         
  SELECT MEDICAL CORPORATION
  		 
  By:   /s/ Robert A. Ortenzio    
    Robert A. Ortenzio,   
    Chief Executive Officer   
 
     
       /s/ Patricia A. Rice    
        Patricia A. Rice    
     
 

 

AMENDMENT NO. 4 TO
EMPLOYMENT AGREEMENT

     This is an Amendment dated December 10, 2004 (the “Amendment”) to the Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL CORPORATION , a Delaware corporation (the “Employer”), and ROBERT A. ORTENZIO , an individual (the “Employee”).

Background

     A. The Employer and the Employee executed and delivered that certain Employment Agreement dated as of March 1, 2000, that certain Amendment No. 1 to Employment Agreement dated as of August 8, 2000, that certain Amendment No. 2 to Employment Agreement dated as of February 23, 2001, and that certain Amendment No. 3 to Employment Agreement dated as of September 17, 2001 (as amended, the “Employment Agreement”). The Employer and the Employee now desire to further amend the Employment Agreement as hereinafter provided.

     B. Accordingly, and intended to be legally bound hereby, the Employer and the Employee agree as follows:

Agreement

1. Section 1.02 of the Employment Agreement is hereby amended and restated as follows:

“1.02 Capacity . The Employee shall serve as President and Chief Executive Officer of the Employer until January 1, 2005. From and after January 1, 2005, the Employee shall serve as the Chief Executive Officer of the Employer.”

     2. Except as amended hereby, the Employment Agreement shall continue in effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
         
     
  SELECT MEDICAL CORPORATION  
     
     
  By:   /s/ Michael E. Tarvin    
    Michael E. Tarvin,   
    Senior Vice President   
 
     
       /s/ Robert A. Ortenzio    
        Robert A. Ortenzio