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): November 14, 2007
LHC GROUP, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 8082 71-0918189
-------------------------- ------------------------- -------------------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
420 West Pinhook Rd., Suite A
Lafayette, LA 70503
(Address of Principal Executive Offices, including Zip Code)
(337) 233-1307
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On November 14, 2007, the Company announced the appointment of Monica Azare
to the Company's Board of Directors. Ms. Azare will serve on the Compensation
Committee of the Board of Directors. The appointment of Ms. Azare is effective
as of November 14, 2007.
In connection with her service as a director, Ms. Azare will receive the
Company's standard non-employee director cash and equity compensation. Ms. Azare
will receive an annual retainer of $30,000 per year for her service and an
additional $6,000 per year for serving on the Compensation Committee. Ms. Azare
will also be paid, for her attendance, $1,250 per regularly scheduled quarterly
meeting of the Board of Directors. Ms. Azare will receive an initial restricted
stock grant of 3,500 shares under the Amended and Restated 2005 Non-Employee
Directors Compensation Plan ("2005 Plan"), of which one-third of the shares will
vest on the date of grant and an additional one-third will vest on each of the
first two anniversaries of the grant date. Further, under our recently amended
2005 Plan, Ms. Azare will receive annually, each March 1, an award of Restricted
Stock having an aggregate Fair Market Value equal to $38,000. The number of
shares of Restricted Stock so awarded shall be determined by dividing $38,000 by
the Fair Market Value per share as of the date of grant (rounded up to the
nearest hundred shares).
On the date of her appointment, Ms. Azare entered into the Company's
standard form of Director Indemnification Agreement. Pursuant to this agreement,
subject to the exceptions and limitations provided therein, the Company has
agreed to hold harmless and indemnify Ms. Azare to the fullest extent authorized
by the Company's certificate of incorporation, bylaws and Delaware law. The
foregoing description is qualified in its entirety by the full text of the form
of Indemnification Agreement, which was filed as Exhibit 10.10 to the Company's
Form S-1/A filed on February 14, 2005 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
A copy of the Company's press release concerning Ms. Azare's appointment is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
LHC GROUP, INC.
By: /s/ Peter J. Roman
--------------------------------
Peter J. Roman
Senior Vice President and Chief
Financial Officer
Dated: November 16, 2007
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
------------------- ---------------------------------------------------------
99.1 Press Release, dated November 14, 2007.