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): January 30, 2006
COMPUTER PROGRAMS AND SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-49796 | 74-3032373 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6600 Wall Street, Mobile, Alabama 36695
(Address of principal executive offices, including zip code)
(251) 639-8100
(Registrants telephone number, including area code)
N/A
(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:
¨ | Written communication 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)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On January 27, 2006, the Compensation Committee of the Board of Directors of Computer Programs and Systems, Inc. (the Company) approved a grant of shares of restricted stock, effective January 30, 2006, pursuant to the Companys 2005 Restricted Stock Plan, as amended and restated, to certain executive officers of the Company, including the Chief Executive Officer and the next four most highly compensated executive officers. A copy of the form of Restricted Stock Award Agreement is included with this Current Report on Form 8-K as
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No.
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Exhibit |
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10.1 | Form of Restricted Stock Award Agreement |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||
Date: February 1, 2006 | By: |
/s/ M. Stephen Walker |
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M. Stephen Walker | ||||
Vice President - Finance and Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No.
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Exhibit |
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10.1 | Form of Restricted Stock Award Agreement |
EXHIBIT 10.1
COMPUTER PROGRAMS AND SYSTEMS, INC.
RESTRICTED STOCK AWARD AGREEMENT
Subject to acceptance of this Restricted Stock Award Agreement (this Award Agreement), including the terms and conditions (which form a part of this Award Agreement), you have been awarded the following shares of Restricted Stock under the Computer Programs and Systems, Inc. 2005 Restricted Stock Plan (as amended and restated, the Plan):
Name of Grantee: |
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Total Number of Shares Granted: |
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Date of Grant: |
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These Shares Will Vest as Follows: |
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Except as otherwise specified in the attached terms and conditions or the Plan, vesting of the award is conditioned upon you being continuously employed by the Company from the Grant Date to each relevant vesting date.
By your signature and the signature of the Companys representative below, you and the Company agree that the foregoing Restricted Stock is granted under and governed by the terms and conditions of the Plan and the terms and conditions of this Award Agreement, both of which are attached to and made a part of this document.
Grantee | Computer Programs and Systems, Inc. | |||
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By: |
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Name: |
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Title: |
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COMPUTER PROGRAMS AND SYSTEMS, INC.
2005 RESTRICTED STOCK PLAN
TERMS AND CONDITIONS OF
RESTRICTED STOCK AWARD AGREEMENT
FORFEITURE | If, prior to the vesting of the Restricted Stock, your employment or affiliation with the Company is terminated for any reason (other than as set forth under Accelerated Vesting above, or Termination Without Cause below), or if you no longer satisfy the Plans definition of an Executive, or if you retire from active employment with the Company, then you shall, for no consideration, forfeit to the Company all of the Restricted Stock that has not yet vested in accordance with this Award Agreement. | |
TERMINATION WITHOUT CAUSE | If your employment with the Company is terminated by the Company without Cause (as defined in the Plan), then you shall, for no consideration, forfeit to the Company all of the Restricted Stock that has not yet vested in accordance with this Award Agreement; provided , however , that the Board of Directors may determine, in its sole discretion, at the time of your termination, to accelerate the vesting of all or any portion of the Restricted Stock. | |
VOTING AND DIVIDEND RIGHTS | A certificate(s) evidencing the Restricted Stock (the Certificate) shall be issued by the Company in your name pursuant to which you will have voting rights and shall be entitled to receive dividends (if any) unless and until the Restricted Stock is forfeited pursuant to the provisions of this Award Agreement. | |
STOCK CERTIFICATES AND LEGENDS | The Certificate shall bear a legend evidencing the nature of the Restricted Stock. Upon the lapse of the transfer restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without such legend in your name for the Restricted Stock upon which the transfer restrictions lapsed. | |
ESCROW AND STOCK POWER |
To facilitate the enforcement of the transfer restrictions set forth in the preceding paragraphs and in the Plan, the Company may cause the Certificate to be delivered to a designated escrow agent (which may, but need not be, the Company) until a forfeiture occurs or the transfer restrictions lapse pursuant to the terms of the Plan and this Award Agreement.
The Company may also require you to deliver a stock power, endorsed in blank, relating to the Restricted Stock then subject to transfer restrictions. |
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TERM | This Award Agreement terminates when all Restricted Stock is either vested or forfeited as provided in the Plan or this Award Agreement. | |
WITHHOLDING TAXES AND STOCK WITHHOLDING |
You will be required to deliver to the Company at the time of vesting such amount of money or shares of unrestricted Stock as the Company may require to meet its withholding obligation under applicable tax laws and regulations, and if you fail to do so, the Company is authorized to withhold from any cash or stock remuneration then or thereafter payable to you any tax required to be withheld. |
TAX ELECTION | You may, but are not required to, elect to apply the rules of Section 83(b) of the Code to the issuance of Restricted Stock hereunder. If you make an affirmative election under Section 83(b) of the Code, you must notify the Company and file such election with the IRS within 30 days after the Grant Date. | |
RESTRICTIONS ON RESALE |
By signing this Award Agreement, you agree not to sell any vested or non-vested Restricted Stock at a time when applicable laws (including federal and state securities laws) or Company policies prohibit a sale.
You understand that resales of stock after the time the Restricted Stock ceases to become subject to restrictions or forfeiture by persons who may be considered affiliates of the Company under Rule 144 of the Securities Act of 1933 (the 1933 Act), which include executive officers of the Company, may be made only in compliance with the applicable provisions of Rule 144 or pursuant to a separate registration for the sale of such shares. |
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INVESTMENT INTENT | You represent and warrant that (1) you are receiving the Restricted Stock for your own account and not with a view to distribution within the meaning of the 1933 Act, other than as may be effected in compliance with the 1933 Act and the rules and regulations promulgated thereunder; (2) no one else will have any beneficial interest in the Restricted Stock; and (3) you have no present intention of disposing of the Restricted Stock at any particular time. | |
RETENTION RIGHTS | Neither your Restricted Stock nor this Award Agreement give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your service at any time, with or without cause, subject to any employment or other agreement that establishes the terms of your relationship with the Company. | |
APPLICABLE LAW | This Award Agreement will be interpreted and enforced under the laws of the State of Delaware (excluding their choice of law provisions). | |
THE PLAN AND OTHER AGREEMENTS |
The text of the Plan is incorporated in this Award Agreement by reference.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Stock. Any prior agreements, commitments or negotiations concerning the Restricted Stock are superseded. This Award Agreement may be amended only by another written agreement, signed by both parties. |
BY SIGNING THE AWARD AGREEMENT ATTACHED HERETO, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.