UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 24, 2022
 
 
ATI PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-39439
85-1408039
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

790 Remington Boulevard
Bolingbrook, Illinois
  
60440
(Address of principal executive offices)
  
(Zip Code)

(630) 296-2223
(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:
 

 ☐
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)) Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  
Trading
Symbol
  
Name of Each Exchange
on Which Registered
Class A Common Stock, $0.0001 par value
  
ATIP
  
New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
  
ATIP WS
  
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 20, 2022, ATI Physical Therapy, Inc. (“the Company”) and Augustus Oakes, the Company’s Chief Information Officer, entered into an amendment (the “First Amendment”) to Mr. Oakes’ employment agreement (the “Employment Agreement”) with the Company. Pursuant to the First Amendment, Mr. Oakes’ target bonus at full accomplishment of the Company’s goals was increased from 50% to 75% of base compensation.
 
The foregoing descriptions of the Employment Agreement and the First Amendment do not purport to be complete and are qualified in their entirely by reference to the full text of (i) the Employment Agreement, previously filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and (ii) the First Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits

EXHIBIT
NUMBER
  
DESCRIPTION
 
First Amendment to Employment Agreement effective June 20, 2022 by and between ATI Physical Therapy, Inc. and Augustus Oakes
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: June 24, 2022
ATI Physical Therapy, Inc.
     
 
By:
/s/ Joseph Jordan
 
Name:
Joseph Jordan
 
Title:
Chief Financial Officer


Exhibit 10.1
 
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
 
This First Amendment (the “Amendment”) to that certain Employment Agreement dated May 14, 2021 (the “Original Agreement”), by ATI Physical Therapy, Inc. (f/k/a Fortress Value Acquisition Corp. II (the “Company”), and Augustus Oakes (“Employee”), is made by the parties to be effective as of June 20, 2022 (the “Amendment Date”). The term “Agreement” shall mean the Original Agreement, as modified by this Amendment, and all other capitalized terms used but not otherwise defined herein shall have the meanings given them in the Original Agreement.
 
WHEREAS, the parties desire to amend the Original Agreement in accordance with the terms of this Amendment.
 
NOW, THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable considerations, the parties agree as follows:
 
1.          Annual Incentive Compensation Program. Commencing on the Amendment Date, Employee’s Target Bonus percentage under Section 5.2 of the Agreement shall be increased from 50% to 75% of base compensation at target level of achievement.
 
2.          No Other Changes. Except as expressly modified hereby, all other terms and conditions of the Original Agreement remain unchanged and in full force and effect and shall govern and apply to all matters contemplated by this Amendment.
 
3.          Counterparts and Facsimile/PDF Signatures. This Amendment may be executed simultaneously in two or more counterparts, anyone of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. The parties hereto agree that facsimile transmission or PDF of original signatures shall constitute and be accepted as original signatures.
 
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Amendment to be effective as of the Amendment Date.

  ATI Physical Therapy, Inc.
     
 
By
  
/s/ Sharon Vitti
 
Name:
Sharon Vitti
 
Title:
CEO
     
 
EMPLOYEE
   
 
/s/ Augustus Oakes
 
Augustus Oakes

[Signature Page to First Amendment to Employment Agreement]