As filed with the Securities and Exchange Commission on June ___, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(State or other jurisdiction of incorporation or organization)
76-0364866
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(I.R.S. employer identification no.)
1300 West Sam Houston Parkway South, Suite 300,
Houston, Texas 77042
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(Address of principal executive offices) (Zip code)
U.S. PHYSICAL THERAPY, INC.
2003 STOCK INCENTIVE PLAN
(Full title of the plan)
Lawrance W. McAfee, Chief Financial Officer
U.S. Physical Therapy, Inc.
1300 West Sam Houston Parkway South, Suite 300,
Houston, Texas 77042
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(Name and address of agent for service)
(713) 297-7000
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(Telephone number, including area code, of agent for service)
COPY TO:
Eddy J. Rogers, Jr.
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002-2778
(713) 220-4200
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
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Common Stock,
par value $.01 per share 900,000 $12.41 (1) $11,169,000 (1) $1,415.22
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(1) Estimated solely for purposes of calculating the registration fee,
in accordance with Rule 457, 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 June 2, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information specified in Part I will be
sent or given to the employee as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such document 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") hereby incorporates by
reference into this registration statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004;
(c) All documents filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since December 31, 2003;
(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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan dated
December 15, 2003 (filed as an exhibit to the Company's Proxy
Statement and incorporated herein by reference)
5.1 Opinion of Kummer Kaempfer Bonner & Renshaw
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Kummer Kaempfer Bonner & Renshaw (Included in Exhibit
5.1)
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 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;
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provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act 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.
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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 4th day of June,
2004.
U.S. PHYSICAL THERAPY, INC.
By: /s/ Roy W. Spradlin
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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.
SIGNATURES TITLE DATE
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/s/ Roy W. Spradlin Chairman of the Board, June 4, 2004
--------------------------- President, Chief Executive Officer
Roy W. Spradlin (Principal Executive Officer)
/s/ Lawrance W. McAfee Chief Financial Officer June 4, 2004
--------------------------- (Principal Financial and
Lawrance W. McAfee Accounting Officer)
SIGNATURES TITLE DATE
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/s/ Daniel C. Arnold Director June 4, 2004
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Daniel C. Arnold
/s/ Mark J. Brookner Vice Chairman of the Board June 4, 2004
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Mark J. Brookner
/s/ Bruce D. Broussard Director June 4, 2004
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Bruce D. Broussard
/s/ James B. Hoover Director June 4, 2004
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James B. Hoover
/s/ Marlin W. Johnston Director June 4, 2004
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Marlin W. Johnston
/s/ Albert L. Rosen Director June 4, 2004
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Albert L. Rosen
/s/ Jerald Pullins Director June 4, 2004
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Jerald Pullins
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan dated
December 15, 2003 (filed as an exhibit to the Company's Proxy
Statement and incorporated herein by reference)
5.1 Opinion of Kummer Kaempfer Bonner & Renshaw
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit
5.1)
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