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): May 22, 2006 (May 17, 2006)
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))
Item 1.01 Entry into a Material Definitive Agreement
On May 17, 2006, the Compensation Committee of the Board of Directors of U.S.
Physical Therapy, Inc. (the "Company") approved the performance criteria that
will be used to determine executive officer cash bonus awards for the 2006
Fiscal Year ("2006 Executive Officer Incentive Plan") for the Company's Chief
Executive Officer, Chief Financial Officer and Chief Operating Officer (the
"Participants"). Under the 2006 Executive Officer Incentive Plan, the
Participants can earn up to $200,000 depending on earnings per share growth over
the 2005 Fiscal Year ("Objective Portion of Bonus Calculation") and up to 50% of
the Participant's base salary based on a subjective determination of the
Compensation Committee of the Board utilizing certain performance criteria
including: same store visit growth, new partners recruited, acquisitions,
accounts receivable days, regulatory relations (reimbursement and financial
reporting), stock price performance, cash flow, quality of earnings, gross
earnings, general operational management relative to the general industry and
investor relations.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
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 22, 2006 By: /s/ LAWRANCE W. MCAFEE
----------------------
Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal
financial and accounting officer)