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): October 25, 2006

 

HealthSouth Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-10315

63-0860407

(Commission File Number)

(IRS Employer Identification No.)

 

One HealthSouth Parkway, Birmingham, Alabama 35243

(Address of Principal Executive Offices, Including Zip Code)

 

(205) 967-7116

(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))

 

 


 

 

ITEM 3.03. Material Modification to Rights of Security Holders .

 

The disclosure included under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

ITEM 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year .

 

HealthSouth Corporation (the "Company") filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Charter Amendment") to: (i) effect a one-for-five reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.01 per share (the "Common Stock"), whereby each issued and outstanding five (5) shares of Common Stock were combined into and became one (1) share of Common Stock, and (ii) decrease the number of authorized shares of the Company's Common Stock from six hundred million (600,000,000) shares to two hundred million (200,000,000) shares. The Charter Amendment became effective as of the close of business on October 25, 2006. As previously announced, the Charter Amendment was approved by the Company's stockholders at a special meeting of stockholders held on October 18, 2006. To avoid the existence of fractional shares of Common Stock, stockholders who would otherwise be entitled to receive fractional shares of Common Stock as a result of the Reverse Stock Split will receive a cash payment in lieu thereof.

 

The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by the text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

ITEM 8.01. Other Events .

 

On October 26, 2006, the Company issued a press release, a copy of which is attached hereto as Exhibit 99 and incorporated herein by reference, announcing the effectiveness of the Company's relisting of its Common Stock on the New York Stock Exchange (the "NYSE") under the ticker symbol “HLS.”

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

See Exhibit Index

 

 


 

 

SIGNATURES

 

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 hereunto duly authorized.

 

 

HEALTHSOUTH CORPORATION

 

 

 

By:

/s/ John P. Whittington

 

 

 

Name: John P. Whittington

Title:   Executive Vice President, General Counsel and Corporate Secretary

 

Dated: October 31, 2006

 

 

 


 

 

EXHIBIT INDEX

 

 

Exhibit Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation of HealthSouth Corporation, effective as of October 25, 2006.

 

 

 

99

 

Press release of HealthSouth Corporation, dated October 26, 2006.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

HEALTHSOUTH CORPORATION

 

_________________________________________

 

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware (“DGCL”)

_________________________________________

 

HealthSouth Corporation, a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows:

 

FIRST: Effective at 5:00 p.m. (Eastern Time) on the date of filing with the Secretary of State of the State of Delaware (such time, on such date, the "Effective Time") of this Certificate of Amendment pursuant to the DGCL, each five (5) shares of the Corporation's common stock, $0.01 par value per share, issued and outstanding immediately prior to the Effective Time (the "Old Common Stock") shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of common stock, $0.01 par value per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. There shall be no fractional shares issued. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to Mellon Investor Services (the "Transfer Agent"), as agent, for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the New Common Stock at the time of sale. After such sale and upon the surrender of the stockholders' stock certificates, the Transfer Agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests.

 

SECOND: Article FOURTH of the Restated Certificate of Incorporation is amended and restated to read in its entirety as set forth below:

 

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred One Million Five Hundred Thousand (201,500,000) shares, consisting of Two Hundred Million (200,000,000) shares of Common Stock, par value One Cent ($.01) per share, and One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock, par value Ten Cents ($.10) per share.

 

Shares of Preferred Stock may be issued from time-to-time in one or more series, each such series to have such distinctive designation or title as may be stated and expressed in this Article FOURTH or as may be fixed by the Board of Directors prior to the issuance of any shares thereof. Each such series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and such relative, participating, optional or other special rights (including, without limitation, the right to convert the shares of such Preferred Stock into shares of the Corporation’s Common Stock at such rate and upon such terms and conditions as may be fixed by the Corporation’s Board of Directors), with such qualifications, limitations or restrictions of such preferences or rights as shall be stated and expressed in this Article FOURTH

 

1

 


 

or in the resolution or resolutions providing for the issue of such series of Preferred Stock as may be adopted from time-to-time by the Board of Directors prior to the issuance of any shares thereof, in accordance with the laws of the State of Delaware.

 

Except as may be otherwise provided in this Article FOURTH or in the resolution or resolutions providing for the issue of a particular series, the Board of Directors may from time-to-time increase the number of shares of any series already created by providing that any unissued shares of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof.

 

THIRD: The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.

 

 

[SIGNATURE PAGE FOLLOWS]

 

2

 


 

 

                              IN WITNESS WHEREOF, HealthSouth Corporation has caused this Certificate of Amendment to be duly executed in its corporate name this 25th day of October, 2006.

 

 

HEALTHSOUTH CORPORATION

 

 

 

 

 

By:

/s/ John P. Whittington

 

Name:    John P. Whittington

 

Title:     Executive Vice President, General Counsel and

Corporate Secretary

 

 

 

3

 

 

 

EXHIBIT 99

 

N EWS FROM


 

 

Media Contact

October 26, 2006

Andy Brimmer, 205-410-2777

For Immediate Release

 

HealthSouth Celebrates Relisting on NYSE with Bell Ringing Ceremony

 

BIRMINGHAM, Ala., October 26, 2006 – HealthSouth Corporation (NYSE:HLS) today celebrated its first day of listing at the New York Stock Exchange (NYSE) under the ticker symbol “HLS.” Attending the Opening Bell Ceremony were: Jon Hanson, Chairman of the Board; Jay Grinney, President and Chief Executive Officer; several members of HealthSouth’s Board of Directors; and members of the company’s executive management team.

 

“On behalf of HealthSouth’s Board of Directors, we are very pleased to have our stock listed and trading once again on the New York Stock Exchange,” said Jon Hanson, HealthSouth’s Chairman of the Board. “Today’s bell ringing ceremony is symbolic of HealthSouth’s tremendous turnaround and the progress we’ve made in our corporate and financial recovery.”

 

“HealthSouth’s ringing of today's opening bell at the New York Stock Exchange is a direct reflection of the skill and dedication of our 36,000 employees who continued to provide outstanding care to their patients during the last three, tumultuous years,” said Jay Grinney, HealthSouth President and CEO. “They deserve the credit for positioning the company for future growth. On behalf of everyone at HealthSouth, let me say we are delighted to again be listed on the New York Stock Exchange.”

 

Attention media: Photos of the opening bell ceremony will be available via Associated Press/New York (212.621.1902), Reuters America (646.223.6285) and Bloomberg Photo (212-617-3420). The Opening BellSM feeds are available via fiber line at Ascent media #1630.

 

About HealthSouth

HealthSouth strives to be the healthcare company of choice for its patients, employees, physicians and shareholders. Operating across the country, HealthSouth is one of the nation's largest providers of inpatient rehabilitative services, outpatient rehabilitation centers, surgery centers, and diagnostic imaging centers. HealthSouth can be found on the Web at www.healthsouth.com.

 

Statements contained in this press release which are not historical facts are forward-looking statements. In addition, HealthSouth, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. Such forward-looking statements are necessarily estimates

 


 

based upon current information and involve a number of risks and uncertainties. HealthSouth’s actual results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by HealthSouth include, but are not limited to the consummation of the proposed settlement of pending litigation relating to HealthSouth’s prior reporting and financial practices; significant changes in HealthSouth’s management team; HealthSouth’s ability to continue to operate in the ordinary course and manage its relationships with its creditors, including its lenders, bondholders, vendors and suppliers, employees and customers; HealthSouth’s ability to successfully remediate its internal control weaknesses; changes, delays in or suspension of reimbursement for HealthSouth’s services by governmental or private payors; changes in the regulation of the healthcare industry at either or both of the federal and state levels; competitive pressures in the healthcare industry and HealthSouth’s response thereto; HealthSouth’s ability to obtain and retain favorable arrangements with third-party payors; HealthSouth’s ability to attract and retain nurses, therapists, and other healthcare professionals in a highly competitive environment with often severe staffing shortages; general conditions in the economy and capital markets; and other factors which may be identified from time to time in the company’s SEC filings and other public announcements, including HealthSouth’s Form 10-K for the year ended December 31, 2005; Form 10-Qs for the quarters ended March 31, 2006 and June 30, 2006.

 

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