- Current report filing (8-K)
August 19 2010 - 2:28PM
Edgar (US Regulatory)
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):
August 14, 2010
EMERGENCY
MEDICAL SERVICES CORPORATION
EMERGENCY
MEDICAL SERVICES L.P.
(Exact name of each registrant
as specified in its charter)
Delaware
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001-32701
333-127115
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20-3738384
20-2076535
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(IRS Employer
Identification Nos.)
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6200 S. Syracuse Way, Suite 200, Greenwood
Village, Colorado
(Address of principal executive offices)
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80111
(Zip Code)
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(303) 495-1200
(Registrants telephone number, including
area code)
(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 registrants 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))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On
August 14, 2010, the independent directors serving on the Compensation
Committee of the Board of Directors (the Compensation Committee) of Emergency
Medical Services Corporation (EMSC) approved certain performance measures
(the Performance Measures) that will need to be attained in order for
restricted stock (the Restricted Stock) granted by EMSC pursuant to its
Second Amended and Restated Long-Term Incentive Plan to certain of its named
executive officers on May 18, 2010 to vest. The Performance Measures were established for
EMSC to satisfy the performance-based compensation standards with respect to
deductibility of compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the Code).
Generally,
one-third (1/3) of the shares of Restricted Stock vest on each of the first
three anniversaries of the date of grant.
However, the Performance Measures also must be satisfied in order for
the Restricted Stock to vest in accordance with the time-vesting schedule set
forth in the applicable restricted stock grant agreement. The Performance Measures, which are based on
the Adjusted EBITDA generated by EMSC, are as follows:
·
for the period
from July 1, 2010 to December 31, 2010, Adjusted EBITDA equal to or
exceeding $158.2 million;
·
for the period
from January 1, 2011 to December 31, 2011, Adjusted EBITDA equal to
or exceeding the Adjusted EBITDA for calendar year 2010 multiplied by 1.1; and
·
for the period
from January 1, 2012 to December 31, 2012, Adjusted EBITDA equal to
or exceeding the Adjusted EBITDA for calendar year 2011 multiplied by 1.1.
In
the event that the Adjusted EBITDA generated by EMSC in any performance period described
above is equal to or exceeds the Adjusted EBITDA target for that or any
subsequent performance period, then the Performance Measures shall be deemed
immediately satisfied for any and all performance periods, irrespective of
whether such performance periods have expired.
The
Compensation Committee approved a form of restricted stock agreement to be used
for grants of restricted stock to its named executive officers and other covered
employees (as defined in Code Section 162(m)) for which EMSC wishes to be
able to deduct such compensation under Code Section 162(m).
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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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EMERGENCY MEDICAL SERVICES
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CORPORATION
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(Registrant)
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August 18,
2010
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By:
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/s/
Craig Wilson
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Craig
Wilson
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Senior Vice President and
Interim General Counsel
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3
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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EMERGENCY MEDICAL SERVICES, L.P.
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(Registrant)
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By:
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Emergency Medical Services Corporation,
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its General Partner
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August 18,
2010
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By:
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/s/ Craig Wilson
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Craig
Wilson
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Senior
Vice President and Interim General Counsel
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4
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