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): September 3, 2004
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10315 63-0860407
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(Commission File Number) (IRS Employer Identification No.)
One HEALTHSOUTH Parkway, Birmingham, Alabama 35243
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(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
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(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))
ITEM 1.01. Entry into a Material Definitive Agreement.
The description of the material terms of the Employment Agreement
(the "Agreement"), dated as of September 3, 2004 between HEALTHSOUTH
Corporation (the "Company") and Mr. John L. Workman contained in Item 5.02 of
this Form 8-K is incorporated by reference into this Item 1.01.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 7, 2004, the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference,
announcing the appointment of Mr. John L. Workman, 53, to the position of
Executive Vice President and Chief Financial Officer of the Company, effective
September 20, 2004 (the "Commencement Date"). Mr. Workman served as the Chief
Executive Officer of U.S. Can Company, a manufacturer of aerosol and general
line cans from February 2003 until April 2004. Prior to being named its Chief
Executive Officer, Mr. Workman served U.S. Can Company as its Chief Operating
Officer from October 2002 to February 2003 and as its Executive Vice President
and Chief Financial Officer from August 1998 until October 2002. Prior to
joining U.S. Can Company, Mr. Workman was employed by Montgomery Ward &
Company, Inc. for more than fourteen years, holding various financial roles,
including Chief Financial Officer and then Executive Vice President and Chief
Restructuring Officer. Mr. Workman, a certified public accountant, has a
bachelor's degree in accounting from Indiana University and earned his MBA
from the University of Chicago.
In connection with the appointment of Mr. Workman as Executive Vice
President and Chief Financial Officer of the Company, the Company entered into
the Agreement. Pursuant to the terms of the Agreement, Mr. Workman will
receive an annual base salary of $475,000, which will be subject to annual
adjustments determined by the Compensation Committee. Mr. Workman will also
receive a signing bonus of $75,000 and an annual bonus that will be based on
both the performance of the Company and Mr. Workman's personal performance.
Mr. Workman will be entitled to receive certain medical and life insurance
benefits and other employee benefits and perquisites of the sort provided to
other similarly-situated officers of the Company and also reimbursement of
certain costs of relocating to Birmingham, Alabama, the location of the
Company's headquarters.
The Agreement also provides that on the Commencement Date, the
Company will grant to Mr. Workman 27,500 shares of restricted stock pursuant
to the Company's 1998 Restricted Stock Plan. These shares of restricted stock
will vest on September 20, 2007, provided Mr. Workman is employed by the
Company on such date. The Company will also grant to Mr. Workman on the
Commencement Date an option to purchase an aggregate of 55,000 shares of the
Company's common stock pursuant to the Company's 1995 Stock Option Plan. The
per share exercise price of the shares underlying the option will be equal to
the last reported sales price for a share of common stock on the Commencement
Date as quoted by brokers and dealers trading in the shares in the
over-the-counter market. The option will vest and become exercisable with
respect to one third of the shares on each of the first three anniversaries of
the Commencement Date, provided Mr. Workman is employed by the Company on each
such date. The Agreement also provides that Mr. Workman is to receive equity
incentives commensurate with the incentives provided to similarly-situated
officers of the Company, upon terms no less favorable than those applicable to
such similarly-situated officers.
The Agreement will be effective for a term of three years following
the Commencement Date and will renew for successive one-year terms if not
terminated by either party within ninety days of the scheduled date of
termination. If the Agreement is terminated by the Company without cause, by
Mr. Workman for good reason or within sixty days following a change of control
of the Company, or by either party as a result of death or disability, Mr.
Workman will be entitled to receive (i) any salary, bonus or other payments
due as of the date of termination and shall be entitled to any other benefits
or entitlements, including any vested stock options, through the date of such
termination or such longer period as provided under certain benefit plans of
the Company, (ii) reimbursement for certain relocation expenses, (iii) certain
severance payments and benefits, including up to twenty-four months of Mr.
Workman's salary, as provided for in the Agreement and (iv) all shares of
restricted stock granted to him pursuant to the Agreement, free of all
restrictions other than those required by law. If the Agreement is terminated
by the Company for cause or by Mr. Workman without good reason, Mr. Workman
will receive any salary, bonus or other payments due as of the date of
termination, including any vested stock options, but will not receive any
severance payments provided for under the terms of the Agreement or certain
other benefits he would be entitled to were the Agreement not terminated for
cause or without good reason.
The Agreement also contains certain non-competition and
non-disclosure provisions which are effective throughout the term of Mr.
Workman's employment and for a period of twelve and twenty-four months,
respectively, thereafter. The foregoing description of the Agreement is
qualified in its entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
There have been no transactions since January 1, 2003, or proposed
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which Mr. Workman had or is to have a direct or indirect material
interest. In addition, Mr. Workman has no family relationships with any other
executive officer or director of the Company.
ITEM 9.01. Financial Statements and Exhibits.
(c) 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/ Gregory L. Doody
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: September 9, 2004
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement, dated as of September 3, 2004,
between HEALTHSOUTH Corporation and John L. Workman.
99.1 Press release of HEALTHSOUTH Corporation dated
September 7, 2004.