UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2007 (May 22, 2007) U.S. PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Nevada 1-11151 76-0364866 -------------------------------- ------- -------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042 -------------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 297-7000 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] 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)) EXPLANATORY NOTE This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by U.S. Physical Therapy, Inc. on May 25, 2007 to include Exhibit 10.1, which was referenced in the Form 8-K but inadvertently omitted from the filing. The information previously reported in the Form 8-K is hereby incorporated by reference into this Amendment No. 1 on Form 8-K/A. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description ----------- --------------------------------- 10.1 Form of Restricted Stock Agreement SIGNATURE 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. U.S. PHYSICAL THERAPY, INC. Dated: May 30, 2007 By: /s/ LAWRANCE W. MCAFEE ---------------------- Lawrance W. McAfee Chief Financial Officer (duly authorized officer and principal financial and accounting officer)