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) December 13, 2005 (December 9, 2005)
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
1-10765 |
23-2077891 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania |
19406 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (610) 768-3300
Not Applicable
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 9, 2005 the Compensation Committee of the Board of Directors of Universal Health Services, Inc. (the “Company”) awarded a discretionary bonus in the amount of $2 million, which is payable in cash immediately, to Alan B. Miller, the Company’s Chairman of the Board, President and Chief Executive Officer. The bonus was awarded in recognition of Mr. Miller’s role in the Company’s investment and subsequent divestiture in an operating company that owned 14 acute care hospitals located in France which resulted in an after-tax gain of approximately $121 million or $1.89 per diluted share during 2005. The bonus was not awarded pursuant to the Company’s Executive Incentive Plan and does not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.
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.
| UNIVERSAL HEALTH SERVICES, INC. | ||||||||
| Date: December 13, 2005 | By: | /s/ Alan B. Miller | ||||||
| Name: |
Alan B. Miller | |||||||
| Title: |
President and Chief Executive Officer | |||||||
| By: |
/s/ Steve Filton | |||||||
| Name: |
Steve Filton | |||||||
| Title: |
Senior Vice President and Chief Financial Officer | |||||||