Nevada
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1-11151
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76-0364866
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
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Name of each exchange on which registered
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Symbol(s)
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Common Stock, $.01 par value
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USPH
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New York Stock Exchange
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Emerging growth company | ☐ |
Item 1.01 |
Entry into a Material Definitive Agreement
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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Item 8.01 |
Other Events.
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Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Christopher Reading.
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Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Lawrance McAfee.
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Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Glenn McDowell.
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Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Graham Reeve.
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U.S. PHYSICAL THERAPY, INC.
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Dated: March 26, 2020
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By:
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/s/ Lawrance McAfee
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Lawrance McAfee
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Chief Financial Officer
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(duly authorized officer)
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1.
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Effective as of the Effective Date, Section 5 of the Employment Agreement is amended to reduce Executive’s annualized salary by forty percent (40%) to an annualized salary of $480,000.00 per annum,
payable in accordance with the Company’s standard payroll practices and subject to ordinary course withholdings.
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2.
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Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and conditions.
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COMPANY:
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U.S. Physical Therapy, Inc. | ||
By:
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/s/ Richard Binstein
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Richard Binstein
Vice President and General Counsel
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By:
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/s/ Christopher Reading
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Christopher Reading
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3. |
Effective as of the Effective Date, Section 5 of the Employment Agreement is amended to reduce Executive’s annualized salary by thirty five percent (35%) to an annualized salary of $331,500.00 per annum,
payable in accordance with the Company’s standard payroll practices and subject to ordinary course withholdings.
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4. |
Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and conditions.
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COMPANY:
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U.S. Physical Therapy, Inc. | ||
By:
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/s/ Richard Binstein
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Richard Binstein
Vice President and General Counsel
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EXECUTIVE:
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By:
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/s/ Lawrance McAfee
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Lawrance McAfee
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5. |
Effective as of the Effective Date, Section 4 of the Employment Agreement is amended to reduce Executive’s annualized salary by thirty five percent (35%) to an annualized salary of $331,500.00 per annum,
payable in accordance with the Company’s standard payroll practices and subject to ordinary course withholdings.
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6. |
Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and conditions.
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COMPANY:
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U.S. Physical Therapy, Inc. | ||
By:
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/s/ Richard Binstein
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Richard Binstein
Vice President and General Counsel
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EXECUTIVE:
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By:
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/s/ Glenn McDowell
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Glenn McDowell
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7. |
Effective as of the Effective Date, Section 4 of the Employment Agreement is amended to reduce Executive’s annualized salary by thirty five percent (35%) to an annualized salary of $351,000.00 per annum,
payable in accordance with the Company’s standard payroll practices and subject to ordinary course withholdings.
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8. |
Except as provided herein, the terms and conditions of the Employment Agreement remain intact and the Company and Employee hereby ratify such terms and conditions.
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COMPANY:
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U.S. Physical Therapy, Inc. | ||
By:
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/s/ Richard Binstein
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Richard Binstein
Vice President and General Counsel
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EXECUTIVE:
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By:
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/s/ Graham Reeve
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Graham Reeve
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