HMA » Topics » PART IV

These excerpts taken from the HMA 10-K filed Feb 27, 2009.

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The common stock of Health Management Associates, Inc. (together with its subsidiaries hereinafter referred to as “we,” “our” or “us”) is listed on the New York Stock Exchange under the symbol “HMA.” As of February 20, 2009, there were 246,613,012 shares of our common stock held by approximately 940 record holders. The table below sets forth the high and low sales prices per share of our common stock on the New York Stock Exchange for each of the quarters during the years ended December 31, 2008 and 2007.

 

     High    Low

Year ended December 31, 2008:

     

First quarter

   $ 6.29    $ 4.66

Second quarter

     8.20      5.50

Third quarter

     6.57      3.96

Fourth quarter

     4.09      0.79

Year ended December 31, 2007:

     

First quarter

   $ 21.59    $ 9.90

Second quarter

     12.50      10.39

Third quarter

     11.52      6.24

Fourth quarter

     7.07      5.57

As part of the recapitalization of our balance sheet (the “Recapitalization”), we (i) paid a special cash dividend of $10.00 per share on our common stock on March 1, 2007 and (ii) indefinitely suspended all future dividends. Additionally, the variable rate senior secured credit facilities that we entered into as part of the Recapitalization restrict our ability to pay cash dividends. Further discussion of the Recapitalization can be found at Note 2(a) to the Consolidated Financial Statements in Item 8.

At December 31, 2008, we had reserved a sufficient number of shares to satisfy the potential conversion of our subordinated convertible notes. See Note 2(b) to the Consolidated Financial Statements in Item 8.

The table below summarizes the number of shares of our common stock that were withheld to satisfy tax withholding obligations for stock-based compensation awards that vested during each month during the quarter ended December 31, 2008.

 

Period

   Total Number of
Shares Purchased
   Average Price
Paid Per Share

October 2008

   65,588    $ 3.45

November 2008

   —        —  

December 2008

   77,600    $ 1.91
       

Total

   143,188   
       

 

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Table of Contents
Item 6. Selected Financial Data.

The table below summarizes certain of our selected financial data and should be read in conjunction with the Consolidated Financial Statements and accompanying notes in Item 8. Effective March 1, 2006, our Board of Directors approved a change in fiscal year end from September 30 to December 31. In connection with this change, we previously provided audited consolidated financial statements for the three months ended December 31, 2005, which represented our transition period under rules promulgated by the Securities and Exchange Commission.

HEALTH MANAGEMENT ASSOCIATES, INC.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Except as set forth below, the information required by this Item 10 is: (i) incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the headings “Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which proxy statement will be filed within 120 days after the year ended December 31, 2008; and (ii) set forth under “Executive Officers of the Company” in Item 4 of Part I of this Form 10-K.

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Our Code of Business Conduct and Ethics also applies to all of our other employees and, as set forth therein, to our directors. Our Code of Business Conduct and Ethics is posted on our website at www.hma.com under Investor Relations. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website under Investor Relations.

 

Item 11. Executive Compensation.

The information required by this Item 11 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the heading “Executive Compensation,” which proxy statement will be filed within 120 days after the year ended December 31, 2008.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as set forth below, the information required by this Item 12 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the heading “Security Ownership of Certain Beneficial Owners and Management,” which proxy statement will be filed within 120 days after the year ended December 31, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

We filed our consolidated financial statements in Item 8 of Part II. In addition, the financial statement schedule entitled “Schedule II—Valuation and Qualifying Accounts” is filed as part of this Form 10-K under this Item 15.

All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes thereto.

The exhibits filed as part of this Form 10-K are listed in the Index to Exhibits immediately following the signature page of this Form 10-K.

HEALTH MANAGEMENT ASSOCIATES, INC.

PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 10.Directors, Executive Officers and Corporate Governance.

SIZE="2">Except as set forth below, the information required by this Item 10 is: (i) incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on
May 19, 2009 under the headings “Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which proxy statement will be filed within 120 days after the year
ended December 31, 2008; and (ii) set forth under “Executive Officers of the Company” in Item 4 of Part I of this Form 10-K.

FACE="Times New Roman" SIZE="2">We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Our Code of Business Conduct and Ethics also applies to all of our other employees and, as set forth therein, to our directors. Our Code of Business Conduct and Ethics is posted on our website at www.hma.com under Investor Relations. We intend to
satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website under Investor
Relations.

 





Item 11.Executive Compensation.

The information required
by this Item 11 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the heading “Executive Compensation,”
which proxy statement will be filed within 120 days after the year ended December 31, 2008.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Except as set forth below, the information required by this Item 12 is incorporated into this Form 10-K by reference from our proxy statement to be
issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the heading “Security Ownership of Certain Beneficial Owners and Management,” which proxy statement will be filed within 120 days after the
year ended December 31, 2008.

Securities Authorized for Issuance under Equity Compensation Plans as of December 31, 2008

 












































































Equity Compensation Plan Information

Plan category

  Number of securities to
be issued upon exercise of
outstanding options,
warrants
and rights
  Weighted-average
exercise price of
outstanding options,

SIZE="1">warrants and rights
  Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding
securities reflected in
column (a))
   (a)  (b)  (c)

Equity compensation plans approved by security holders (1)FACE="Times New Roman" SIZE="2">

  18,554,624  $5.93  15,966,722

Equity compensation plans not approved by security holders

  —     —    —  
        

Totals

  18,554,624  $5.93  15,966,722
        

 





(1)

Includes, among other things, contingent stock incentive awards and restricted stock awards granted to corporate
officers and management staff pursuant to our 1996 Executive Incentive Compensation Plan. See Note 8 to the Consolidated Financial Statements in Item 8 of Part II.

SIZE="1"> 


89







Table of Contents






Item 13.Certain Relationships and Related Transactions, and Director Independence.

FACE="Times New Roman" SIZE="2">The information required by this Item 13 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19,
2009 under the headings “Certain Transactions” and “Corporate Governance,” which proxy statement will be filed within 120 days after the year ended December 31, 2008.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 14.Principal Accountant Fees and Services.

The
information required by this Item 14 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 19, 2009 under the heading “Selection
of Independent Registered Public Accounting Firm,” which proxy statement will be filed within 120 days after the year ended December 31, 2008.

FACE="Times New Roman" SIZE="2">PART IV

 





Item 15.Exhibits and Financial Statement Schedules.

We
filed our consolidated financial statements in Item 8 of Part II. In addition, the financial statement schedule entitled “Schedule II—Valuation and Qualifying Accounts” is filed as part of this Form 10-K under this Item 15.

All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require
submission of the schedule or because the information required is included in the consolidated financial statements and notes thereto.

The
exhibits filed as part of this Form 10-K are listed in the Index to Exhibits immediately following the signature page of this Form 10-K.

SIZE="2">HEALTH MANAGEMENT ASSOCIATES, INC.

These excerpts taken from the HMA 10-K filed Feb 28, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

We filed our consolidated financial statements in Item 8 of Part II. In addition, the financial statement schedule entitled “Schedule II - Valuation and Qualifying Accounts” is filed as part of this Form 10-K under this Item 15.

All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes thereto.

The exhibits filed as part of this Form 10-K are listed in the Index to Exhibits immediately following the signature page of this Form 10-K.

HEALTH MANAGEMENT ASSOCIATES, INC.


PART III

 






Item 10.
Directors, Executive Officers and Corporate Governance.

SIZE="2">Except as set forth below, the information required by this Item 10 is: (i) incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on
May 13, 2008 under the headings “Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which proxy statement will be filed within 120 days after the year
ended December 31, 2007; and (ii) set forth under “Executive Officers of the Company” in Item 4 of Part I of this Form 10-K.

FACE="Times New Roman" SIZE="2">We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Our Code of Business Conduct and Ethics also applies to all of our other employees and, as set forth therein, to our directors. Our Code of Business Conduct and Ethics is posted on our website at www.hma.com under Investor Relations. We intend to
satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website under Investor
Relations.

 






Item 11.
Executive Compensation.

The information required
by this Item 11 is incorporated into this Form 10-K by reference from our proxy statement to be issued in connection with our Annual Meeting of Stockholders to be held on May 13, 2008 under the heading “Executive Compensation,”
which proxy statement will be filed within 120 days after the year ended December 31, 2007.

 






Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Except as set forth below, the information required by this Item 12 is incorporated into this Form 10-K by reference from our proxy statement to be
issued in connection with our Annual Meeting of Stockholders to be held on May 13, 2008 under the heading “Security Ownership of Certain Beneficial Owners and Management,” which proxy statement will be filed within 120 days after the
year ended December 31, 2007.

This excerpt taken from the HMA 10-K filed Feb 27, 2007.

PART II 

ITEM 5.   MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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