VANGUARD HEALTH SYSTEMS 8-K 2011
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): June 27, 2011 (January 21, 2011)
VANGUARD HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (615) 665-6000
(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):
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On June 21, 2011, in connection with the closing of 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. 333-173547), as amended (the Registration Statement), Vanguard Health Systems, Inc. (the Company) entered into the 2011 Stockholders Agreement (the 2011 Stockholders Agreement) with The Blackstone Group and its affiliates (collectively, Blackstone), Morgan Stanley Capital Partners and its affiliates (collectively, MSCP) and certain members of the Companys management (Management and, together with Blackstone and MSCP, the Investors), substantially in the form previously filed as Exhibit 10.90 to the Registration Statement. A copy of the 2011 Stockholders Agreement is filed herewith as Exhibit 10.1.
In addition, on June 21, 2011, the Company entered into the Agreement and Plan of Merger (the Merger Agreement) with VHS Holdings LLC, a Delaware limited liability company (VHS), substantially in the form previously filed as Exhibit 2.14 to the Registration Statement. A copy of the Merger Agreement is filed herewith as Exhibit 2.1.
Affiliates of Blackstone and MSCP have various relationships with the Company. For further information concerning other material relationships among the Company, Blackstone and MSCP and their respective affiliates, see the sections entitled Certain Relationships and Related Party Transactions and Underwriting in the Companys prospectus, dated June 22, 2011, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the Prospectus).
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
2011 Stock Incentive Plan
Effective June 21, 2011, the Companys Board of Directors and its stockholders adopted the 2011 Stock Incentive Plan (the 2011 Stock Plan). The 2011 Stock Plan provides for the granting of stock options, stock appreciation rights and other stock-based or performance-based awards to key employees, directors or other persons having a service relationship with the Company and its affiliates. For further information regarding the 2011 Stock Plan, see Management 2011 Stock Incentive Plan in the Prospectus.
A copy of the 2011 Stock Plan is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The above description of the 2011 Stock Plan is not complete and is qualified in its entirety by reference to such exhibit.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As contemplated in the Registration Statement, the Companys Second Amended and Restated Certificate of Incorporation (the Charter) became effective on June 20, 2011. The Charter, among other things, provides that (1) each outstanding share of common stock of the Company, including treasury shares, was automatically split up, reclassified and converted into 59.584218 shares of common stock and (2) the Companys authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock.
The Companys bylaws were also amended and restated as of June 20, 2011, as contemplated in the Registration Statement (the Bylaws).
For further information regarding the foregoing and other provisions of the Charter and the Bylaws, see Description of Capital Stock in the Prospectus. The Charter and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively.
Item 8.01. Other Events.
On June 27, 2011, the Company completed its Offering of 25,000,000 shares of common stock for cash consideration of $18.00 per share ($16.965 per share net of underwriting discounts) to a syndicate of underwriters led by joint book-running managers Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC. In the Offering, the Company sold 25,000,000 shares for approximately $417.6 million in net proceeds.
Item 9.01. Financial Statements and Exhibits.
The exhibits filed as part of this report are listed in the Index of Exhibits which is located at the end of this report.
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.
Date: June 27, 2011
INDEX TO EXHIBITS