Attached files
file | filename |
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EX-3.1 - EX-3.1 - LEGACY LIFEPOINT HEALTH, INC. | g24685exv3w1.htm |
EX-99.2 - EX-99.2 - LEGACY LIFEPOINT HEALTH, INC. | g24685exv99w2.htm |
EX-99.1 - EX-99.1 - LEGACY LIFEPOINT HEALTH, INC. | g24685exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 21, 2010 (September 15, 2010)
LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) |
000-51251 (Commission File Number) |
20-1538254 (IRS Employer Identification No.) |
103 Powell Court, Suite 200 Brentwood, Tennessee (Address of principal executive offices) |
37027 (Zip Code) |
(615) 372-8500
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 (see General Instruction A.2. below):
o | Written communication 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)) |
TABLE OF CONTENTS
Table of Contents
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 15, 2010, the Board of Directors of LifePoint Hospitals, Inc. (the
Corporation) adopted the Third Amended and Restated By-Laws of the Corporation (the By-Laws).
Article II, Section 11 of the By-Laws was amended to clarify that the Corporations advance notice
provision does not affect any rights of stockholders to request inclusion of nominees in the
Corporations proxy statement pursuant to Rule 14a-11 recently promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended. Additionally, Article
III, Section 14 of the By-Laws was amended to provide that generally no person will be nominated to
a term of office on the Board of Directors who has attained the age of 75 or more before the first
day of the proposed term of office, which is an increase from the previous general limitation of 73
years of age or more.
The description of the By-Laws contained in this item is qualified in its entirety by the
complete text of the By-Laws. The By-Laws are attached as Exhibit 3.1 to this Current Report on
Form 8-K and are incorporated by reference into this item.
Item 8.01. Other Events.
On September 20, 2010, the Corporation issued a press release announcing its intention to sell
through a private offering $400 million in aggregate principal amount of Senior Notes due 2020.
The notes will be senior unsecured obligations of the Corporation and will be guaranteed by
substantially all of the Corporations subsidiaries that guarantee its senior secured credit
facilities.
The Corporation intends to use the net proceeds of the offering to repay $249.2 million principal
amount of Term B loans outstanding under its senior secured credit facilities and for general
corporate purposes, which may include the repurchase of its outstanding common stock from time to
time pursuant to its 2010 stock repurchase plan.
See the press release attached as Exhibit 99.1.
Also on September 20, 2010, the Corporation announced the pricing of its offering of $400 million
in aggregate principal amount of 6.625% Senior Notes due 2020. The closing of the sale of the
notes is expected to occur on September 23, 2010, and is subject to the satisfaction of customary
closing conditions.
See the press release attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1
|
Third Amended and Restated By-Laws of LifePoint Hospitals, Inc., effective as of September 15, 2010. | |
99.1
|
Copy of press release issued by LifePoint Hospitals, Inc. on September 20, 2010 announcing proposed offering of Senior Notes due 2020. | |
99.2
|
Copy of press release issued by LifePoint Hospitals, Inc. on September 20, 2010 announcing the pricing of the offering of Senior Notes due 2020. |
Table of Contents
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.
LIFEPOINT HOSPITALS, INC. |
||||
By: | /s/ Paul D. Gilbert | |||
Name: | Paul D. Gilbert | |||
Title: | Executive Vice President, Chief Legal and Development Officer |
Date:
September 21, 2010
Table of Contents
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
3.1
|
Third Amended and Restated By-Laws of LifePoint Hospitals, Inc., effective as of September 15, 2010. | |
99.1
|
Copy of press release issued by LifePoint Hospitals, Inc. on September 20, 2010 announcing proposed offering of Senior Notes due 2020. | |
99.2
|
Copy of press release issued by LifePoint Hospitals, Inc. on September 20, 2010 announcing the pricing of the offering of Senior Notes due 2020. |