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
December 20,
2005 (December 15, 2005)
Date
of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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| Delaware
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001-15925
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13-3893191 |
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| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 373-9600
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 (see General Instruction
A.2. below):
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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 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)) |
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement.
Community Health Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan
On December 15, 2005, the Board of Directors of Community Health Systems, Inc. (the “Company”)
approved an amendment (“Amendment No. 1”) to the Community Health Systems, Inc. Amended and
Restated 2000 Stock Option and Award Plan (the “Plan”), which had been approved by the Company’s
Board of Directors on February 23, 2005, and ratified, approved, and adopted by the Company’s
stockholders on May 25, 2005.
Amendment No. 1 deletes an existing provision for formula grants of non-qualified stock options to
the Company’s non-employee directors and amends the Plan by adding a formula grant of restricted
stock to the Company’s non-employee directors. Previously, the non-employee directors received a
formula grant of 10,000 non-qualified stock options upon joining the Board of Directors and a
formula grant of 5,000 non-qualified stock options on the first business day of each calendar year.
If a non-employee director joined the Board of Directors after June 30th of a calendar
year, however, they did not receive their first annual grant until the second calendar year.
Formula grants of non-qualified stock options vested in 50% increments on the first and second
anniversary dates of the date of the grant.
Pursuant to Amendment No. 1 to the Plan, non-employee directors of the Board of Directors will
receive a formula grant of 6,000 shares of restricted stock upon joining the Board of Directors and
a formula grant of 3,000 shares of restricted stock on the first business day of each calendar
year. As before, directors joining the board of directors after June 30th, will not
receive their first annual grant until the second calendar year. The restrictions on sale of the
shares granted as formula grants of restricted stock lapse in one-third (1/3) increments on the
first, second, and third anniversary dates of the date of the grant. Restrictions will also lapse
upon a change in control of the Company and upon a non-employee director’s ceasing to serve as a
director on account of death, disability, or other reason, other than for cause.
On December 15, 2005, the Compensation Committee of the Company’s Board of Directors also adopted a
form of Restricted Stock Award Agreement (Directors) for use in connection with the formula grants.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
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99.1
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Amendment No. 1 to the Community Health Systems, Inc. Amended and Restated Stock Option
and Award Plan |
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99.2
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Form of Restricted Stock Award Agreement (Directors) |