TEAM HEALTH HOLDINGS 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 14, 2009
Team Health Holdings, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (865) 693-1000
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:
In connection with the initial public offering (the Offering) of its common stock, par value $0.01 per share, described in the Registration Statement on Form S-1 (File No. 333-162347), as amended (the Registration Statement), Team Health Holdings, Inc. (the Company) entered into a Stockholders Agreement (the Stockholders Agreement) on December 15, 2009 with Ensemble Parent LLC (Ensemble Parent), an entity controlled by investment funds affiliated with The Blackstone Group L.P. (Blackstone), substantially in the form previously filed as Exhibit 10.20 to the Registration Statement. A copy of the Stockholders Agreement is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
In addition, on December 15, 2009, in connection with the Offering, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement) with Ensemble Parent and certain employees of the Company, substantially in the form previously filed as Exhibit 10.21 to the Registration Statement. A copy of the Registration Rights Agreement is filed herewith as Exhibit 4.2 and is incorporated herein by reference.
Affiliates of Blackstone have various relationships with the Company. For a further description of the Stockholders Agreement and the Registration Rights Agreement and further information concerning the other material relationships between the Company, Blackstone and its affiliates, see the section entitled Certain Relationships and Related Party Transactions in the Companys prospectus (the Prospectus), dated December 15, 2009, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
2009 Stock Incentive Plan
On December 14, 2009, in connection with the Companys conversion from a limited liability company to a corporation (the Conversion), the Companys Board of Directors approved a 2009 Stock Incentive Plan (the 2009 Stock Plan). The 2009 Stock Plan provides for the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates. For further information regarding the 2009 Stock Plan, see Management2009 Stock Plan in the Prospectus.
On December 14, 2009, in connection with the Conversion, the Companys Board of Directors approved its Certificate of Incorporation (the Certificate of Incorporation) and its bylaws (the Bylaws), in each such case, substantially in the form previously filed as Exhibit 3.1 and Exhibit 3.2 to the Registration Statement, respectively. For further information regarding the Companys Certificate of Incorporation and Bylaws, see Description of Capital Stock in the Prospectus, which contains a description of the terms of the Companys common stock. The Certificate of Incorporation and the By-laws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and such exhibits are incorporated by reference herein.
(d) Exhibits. See Exhibit Index immediately following the signature page hereto.
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.