LIFEPOINT HOSPITALS, INC. - FORM 8-K
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): June 27, 2007
LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-51251
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20-1538254 |
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
incorporation)
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Identification No.) |
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103 Powell Court, Suite 200
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Brentwood, Tennessee
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37027 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (615) 372-8500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02(c) Appointment of Certain Officers.
David M. Dill, age 38, will assume the position of Chief Financial Officer of the Company on July
12, 2007. Mr. Dill has served as Chief Executive Officer of the East Division of Fresenius Medical
Services, a wholly-owned subsidiary of Fresenius Medical Care AG & Co. KGaA since its acquisition
of Renal Care Group, Inc., a publicly-traded dialysis services company, on March 31, 2006. From
November 2003 until the Fresenius acquisition, Mr. Dill served as Executive Vice President, Chief
Financial Officer and Treasurer of Renal Care Group. Prior to that time, Mr. Dill served in
various financial positions with Renal Care Group upon his joining the company in 1996.
On May 8, 2007, the Compensation Committee of the Companys Board of Directors, at its regularly
scheduled quarterly meeting, granted Mr. Dill 50,000 restricted shares of the Companys common
stock and 90,000 non-qualified options to purchase shares of the Companys common stock under the
Companys Amended and Restated 1998 Long-Term Incentive Plan. Mr. Dills annual salary will be
$450,000. He will be eligible for a target bonus of 75% of his base salary under the Companys
Executive Performance Incentive Plan (the EPIP) during the first quarter of 2008. Under the EPIP,
Mr. Dills threshold bonus will be an amount equal to 3% of the target bonus, and his maximum bonus
will be an amount equal to 129% of the target bonus. Mr. Dill is covered under the Companys Change
in Control Severance Plan at the Category One level.
Item 9.01. Exhibits.
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10.1 |
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Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference
from exhibits to LifePoint Hospitals Current Report on Form 8-K dated July 7, 2005,
File No. 000-51251). |
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10.2 |
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Form of LifePoint Hospitals, Inc. Nonqualified Stock Option Agreement
(incorporated by reference from exhibits to LifePoint Hospitals Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, File No. 000-51251). |
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10.3 |
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Form of LifePoint Hospitals, Inc. Restricted Stock Award Agreement
(incorporated by reference from exhibits to LifePoint Hospitals Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, File No. 000-51251). |
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10.4 |
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LifePoint Hospitals, Inc. Executive Performance Incentive Plan (incorporated by
reference from Appendix C to Historic LifePoint Hospitals Proxy Statement dated April
28, 2004, File No. 000-29818). |
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10.5 |
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LifePoint Hospitals, Inc. Change in Control Severance Plan (incorporated by
reference from exhibits to the Historic LifePoint Hospitals, Inc. Current Report on
Form 8-K dated May 16, 2002, File No. 000-29818). |
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.
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LIFEPOINT HOSPITALS, INC.
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By: |
/s/ Paul D. Gilbert
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Paul D. Gilbert |
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Senior Vice President and General Counsel |
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Date: June 29, 2007
EXHIBIT INDEX
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Exhibit Number |
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Description |
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10.1 |
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Amended and Restated 1998 Long-Term Incentive Plan
(incorporated by reference from exhibits to LifePoint
Hospitals Current Report on Form 8-K dated July 7, 2005,
File No. 000-51251). |
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10.2 |
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Form of LifePoint Hospitals, Inc. Nonqualified Stock Option
Agreement (incorporated by reference from exhibits to
LifePoint Hospitals Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005, File No. 000-51251). |
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10.3 |
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Form of LifePoint Hospitals, Inc. Restricted Stock Award
Agreement (incorporated by reference from exhibits to
LifePoint Hospitals Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005, File No. 000-51251). |
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10.4 |
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LifePoint Hospitals, Inc. Executive Performance Incentive
Plan (incorporated by reference from Appendix C to Historic
LifePoint Hospitals Proxy Statement dated April 28, 2004,
File No. 000-29818). |
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10.5 |
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LifePoint Hospitals, Inc. Change in Control Severance Plan
(incorporated by reference from exhibits to the Historic
LifePoint Hospitals, Inc. Current Report on Form 8-K dated
May 16, 2002, File No. 000-29818). |