1
As filed with the Securities and Exchange Commission on August 16, 2001
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
U.S. Physical Therapy, Inc.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
76-0364866
------------------------------------
(I.R.S. employer identification no.)
3040 Post Oak, Blvd., Suite 222, Houston, Texas 77056
-----------------------------------------------------
(Address of principal executive offices) (Zip code)
U.S. Physical Therapy, Inc.
1992 Stock Option Plan, as amended
----------------------------------
(Full title of the plan)
J. Michael Mullin, Chief Financial Officer
U.S. Physical Therapy, Inc.
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056
------------------------------------------
(Name and address of agent for service)
(713) 297-7000
------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Eddy J. Rogers, Jr.
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002-2778
(713) 225-7000
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share 510,000 $16.105(1) $8,213,550(1) $2,053.39
===========================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee,
in accordance with Rule 457(h), on the basis of the price of the securities of
the same class, as determined in accordance with Rule 457 (c), using the average
of the high and low prices reported on the Nasdaq Stock Market for the Common
Stock on August 13, 2001.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
U.S. Physical Therapy, Inc. (the "Registrant") has previously filed
four Form S-8 registration statements with respect to the 1992 Stock Option
Plan, as amended (Registration Nos. 33-63446, 33-93040, 333-30071 and
333-64159). The Registrant hereby incorporates by reference into this
registration statement the following documents:
(a) The Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001;
(d) The description of the Registrant's common stock contained in the
Registrant's Form 8-A filed with the Securities and Exchange
Commission on May 7, 1992; and
(e) All documents filed by the Registrant subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
remaining unsold.
-2-
3
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Registrant's common stock, par value $0.01 per
share, is incorporated by reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Eddy J. Rogers, Jr., a partner at Mayor, Day, Caldwell & Keeton,
L.L.P., is a director of the Registrant and has received options to purchase
45,000 shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article EIGHT of the Registrant's Articles of Incorporation is
set forth as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 filed with the Securities and Exchange
Commission on August 14, 2001 and is incorporated herein by reference.
(b) Sections 78.751 and 78.752 of the General Corporation Law of the
State of Nevada, entitled "Indemnification of officers, directors, employees and
agents; advancement of expenses" and "Insurance and other financial arrangements
against liability of directors, officers, employees and agents", respectively,
are set forth as Exhibit 28.2 to the Registrant's Form S-8 Registration
Statement (Registration No. 33-63446) filed with the Securities and Exchange
Commission on May 27, 1993 and are incorporated herein by reference.
(c) The Registrant has in effect a policy of liability insurance
covering its directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-3-
4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4 1992 Stock Option Plan, as amended (filed as
Exhibit 10.3 to the Company's Quarterly Report Form
10-Q for the quarter ended June 30, 2001 and
incorporated herein by reference)
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
(See Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of
-4-
5
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20%
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. ---- ----
(c) The undertaking concerning indemnification is set forth under the
response to Item 6.
-5-
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 16th day of August,
2001.
U.S. PHYSICAL THERAPY, INC.
By: /s/ Roy W. Spradlin
---------------------------------
Roy W. Spradlin
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Roy W. Spradlin
------------------------------------
Roy W. Spradlin Chairman of the Board, August 16, 2001
President, Chief Executive --------------------------
Officer
(Principal Executive Officer)
/s/ J. Michael Mullin
------------------------------------
J. Michael Mullin Chief Financial Officer August 16, 2001
(Principal Financial and --------------------------
Accounting Officer)
-6-
7
SIGNATURE TITLE DATE
/s/ Daniel C. Arnold
------------------------------------
Daniel C. Arnold Director August 16, 2001
--------------------------
/s/ Mark J. Brookner
------------------------------------
Mark J. Brookner Vice Chairman of August 16, 2001
the Board --------------------------
/s/ Bruce D. Broussard
------------------------------------
Bruce D. Broussard Director August 16, 2001
--------------------------
------------------------------------
James B. Hoover Director
-------------------------------
/s/ Marlin W. Johnston
------------------------------------
Marlin W. Johnston Director August 16, 2001
--------------------------
------------------------------------
J. Livingston Kosberg Director
-------------------------------
/s/ Eddy J. Rogers, Jr.
------------------------------------
Eddy J. Rogers, Jr. Director August 16, 2001
--------------------------
------------------------------------
Albert L. Rosen Director
-------------------------------
-7-
8
EXHIBIT INDEX
Exhibit
Number Description
------- ------------
4 1992 Stock Option Plan, as amended
(filed as Exhibit 10.3 to the Company's Quarterly Report
Form 10-Q for the quarter ended June 30, 2001 and
incorporated herein by reference)
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
(See Exhibit 5)
-8-