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): August 7, 2021
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) |
Registrant’s telephone number, including area code: (630) 296-2223
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
|
Name of each exchange
|
||
| 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
(b) Effective August 7, 2021, Labeed Diab stepped down from his positions as Chief Executive Officer (“CEO”) of ATI Physical Therapy, Inc. (the “Company”) and as a member of the board of directors of the Company (the “Board”). Mr. Diab’s departure is not related to any disagreement with the Board or the Company on any matter relating to its operations, policies or practices.
(c) Effective August 9, 2021, John (Jack) L. Larsen has been named Executive Chairman of the Company and will take an active role in leading the Company along with Ray Wahl, Chief Operating Officer, and Joseph Jordan, Chief Financial Officer. The Company intends to conduct a national search for a new Chief Executive Officer with the assistance of an executive search firm.
Additional information regarding the individuals who will be leading the Company, including their biographies and any family or related-party relationships, are described in the Company’s Form S-1 filed on July 28, 2021 (“Form S-1”).
(e) The Company and Mr. Diab have entered into a mutual release pursuant to which Mr. Diab will be eligible for the following payments and benefits: (i) 1.5x the sum of his base salary and target bonus, paid over 18 months from the date of termination; (ii) a prorated bonus for the current year, based on actual performance, paid at the time bonuses are paid to other employees; (iii) continued coverage of health benefits for up to 18 months, if elected; and (iv) the vesting of all outstanding unvested Incentive Common Units granted on March 31, 2019 and December 31, 2019 under the Wilco Acquisition LP 2016 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
Description |
|
| 99.1 | Press Release, dated as of August 9, 2021. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. | |
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: August 9, 2021 | ATI Physical Therapy, Inc. | |||||
| By: |
/s/ Joseph Jordan |
|||||
| Name: Joseph Jordan | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 99.1
ATI Physical Therapy Announces CEO Transition
BOLINGBROOK, IL – Aug. 9, 2021 – ATI Physical Therapy – (“ATI” or the “Company”) (NYSE: ATIP), the largest independent outpatient physical therapy provider in the United States, today announced that Labeed Diab has stepped down as CEO and member of the Board of Directors, effective immediately. John (Jack) Larsen, who has been a member of the Board since 2018, has been named Executive Chairman and will take an active role in leading the company along with Ray Wahl, Chief Operating Officer, and Joe Jordan, Chief Financial Officer. ATI intends to conduct a national search for a new CEO with the assistance of an executive search firm.
“As ATI continues to take actions to serve the growing patient demand across our platform and sharpen its growth trajectory, the Board has determined that it is the right time for a leadership change,” said Mr. Larsen. “On behalf of the Board, I want to thank Labeed for his contributions to ATI during his tenure and wish him well in the future. Together with Ray, Joe and the rest of the ATI leadership team, we are moving quickly to implement our strategy to ensure ATI is the employer of choice for physical therapists nationwide. We remain confident in the strength of the ATI brand, our market position and the long-term tailwinds driving demand for our services. With the support of our Board, leadership and talented team across the country, ATI will continue to capitalize on the significant market opportunity ahead while we conduct a thorough search for ATI’s next leader.”
The leadership transition does not impact the 2021 earnings forecast that was announced on July 26, 2021, in connection with the second quarter 2021 earnings announcement.
About ATI Physical Therapy
At ATI Physical Therapy, we are passionate about potential. Every day, we restore it in our patients and activate it in our team members in our approximate 900 locations across the U.S. With outcomes from more than 2.5 million unique patient cases, ATI is making strides in the industry by setting quality standards that deliver predictable outcomes for our patients with musculoskeletal (MSK) issues. ATI’s offerings span across a broad spectrum for MSK-related issues. From preventative services in the workplace and athletic training support to home health, outpatient clinical services and online physical therapy via its online platform, CONNECT™, a complete list of our service offerings can be found at ATIpt.com. ATI is based in Bolingbrook, Illinois.
Investor Contact:
Joanne Fong
SVP, Treasurer and Investor Relations
630-296-2222 x 7131
investors@atipt.com
Media Contact:
Clifton O’Neal
Director, Corporate Communications
630-296-2223 x 7993
Clifton.Oneal@atipt.com
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