UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 18, 2009 (March 18, 2009)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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1-11151
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76-0364866 |
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| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer |
| incorporation or organization)
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Number)
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Identification No.) |
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| 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas
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77042 |
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| (Address of Principal Executive Offices)
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(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):
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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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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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)) |
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Item 1.01 Entry into a Material Definitive Agreement.
Effective March 18, 2009, U. S. Physical Therapy, Inc. (the “Company”) entered into a Second
Amendment to Credit Agreement and Consent (the “Credit Agreement Amendment”) with Bank of America.
The Credit Agreement Amendment allows the Company to purchase up to $15,000,000 in its common stock
subject to compliance with certain covenants as detailed in the Credit Agreement Amendment, which
is filed as an exhibit to this report on Form 8-K. In addition, the Credit Agreement Amendment
adjusts the pricing grid which is tied to the Company’s overall financial leverage with the
applicable spread over LIBOR ranging from 1.5% to 2.5%.
The revolving credit agreement with Bank of America (“Credit Agreement”), which was originally
entered into in August, 2007, is for a four year term, is unsecured and includes standard financial
covenants. Proceeds from the Credit Agreement may be used to finance acquisitions, working capital,
capital expenditures and for other corporate purposes.
As of March 17, 2009 the outstanding balance advanced under the loan facility was $12,600,000.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
See Item 1.01 above.
Item 8.01 Other Events
On March 18, 2009, the Company announced that its Board of Directors has authorized the
repurchase of up 10% or approximately 1,200,000 shares of its common stock. The Company has amended
its bank credit agreement to allow the share repurchase. There is no expiration date for the
repurchase program and shares may be purchased from time to time in open market or private
transactions. Currently, there are approximately 12,037,000 shares of U.S. Physical Therapy common
stock outstanding. The Company intends to retire such shares.
See Item 1.01 above.
Item 9.01 Financial
Statements and Exhibits
(c)
Exhibits
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| Exhibits |
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Description of Exhibits |
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| 99.1 |
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Second Amendment to Credit Agreement and Consent by and among the Company and the Lenders party hereto, and Bank of America, N. A, as Administrative Agent.* |
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| 99.2 |
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Press Release dated March 18, 2009.* |
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