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): May 15, 2007
EMERGENCY
MEDICAL SERVICES CORPORATION
EMERGENCY MEDICAL SERVICES L.P.
(Exact
name of each registrant as specified in its charter)
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001-32701 |
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20-3738384 |
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Delaware |
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333-127115 |
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20-2076535 |
(State or other
jurisdiction |
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(Commission |
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(IRS Employer |
6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado |
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80111 |
(Address of principal executive offices) |
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(Zip Code) |
(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 1 - Registrants Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
The 2007 Annual Meeting of Stockholders (the 2007 Annual Meeting) of Emergency Medical Services Corporation (EMSC) was held on May 15, 2007. At the 2007 Annual Meeting, EMSCs stockholders approved the adoption of the Non-Employee Director Compensation Program (the Program), which had previously been adopted by EMSCs Board of Directors on June 1, 2006, subject to stockholder approval.
The material terms of the Program are set forth in detail in Proposal 2, beginning on page 37 of EMSCs definitive proxy statement (the Proxy Statement) filed with the Securities and Exchange Commission on April 16, 2007, which discussion is incorporated herein by reference. The Program is incorporated by reference to Annex A of the Proxy Statement.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
Adoption of the Long-Term Incentive Plan
On April 7, 2007, the Board of Directors of EMSC approved the adoption of the EMSC Long-Term Incentive Plan (the Plan), subject to stockholder approval. The stockholders of EMSC approved the Plan at the 2007 Annual Meeting. The material terms of the Plan are set forth in detail in Proposal 3, beginning on page 40 of the Proxy Statement, which discussion is incorporated herein by reference. The Plan is incorporated by reference to Annex B of the Proxy Statement.
Adoption of the Employee Stock Purchase Plan
On April 4, 2007, the Board of Directors of EMSC approved the adoption of the EMSC 2007 Employee Stock Purchase Plan (the ESPP), subject to stockholder approval. The stockholders of EMSC approved the ESPP at the 2007 Annual Meeting. The material terms of the ESPP are set forth in detail in Proposal 4, beginning on page 44 of the Proxy Statement, which discussion is incorporated herein by reference. The ESPP is incorporated by reference to Annex C of the Proxy Statement.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 |
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EMSC Non-Employee Director Compensation Program (incorporated by reference to Annex A to the EMSCs Proxy Statement filed on April 16, 2007). |
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10.2 |
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EMSC Long-Term Incentive Plan (incorporated by reference to Annex B to the EMSCs Proxy Statement filed on April 16, 2007). |
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10.3 |
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EMSC 2007 Employee Stock Purchase Plan (incorporated by reference to Annex C to the EMSCs Proxy Statement filed on April 16, 2007). |
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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.
EMERGENCY MEDICAL SERVICES CORPORATION |
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(Registrant) |
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May 18, 2007 |
By: |
/s/ Todd G. Zimmerman |
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Todd G. Zimmerman |
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Executive Vice President and General Counsel |
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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.
EMERGENCY MEDICAL SERVICES L.P. |
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(Registrant) |
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By: |
Emergency Medical Services Corporation, |
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its General Partner |
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May 18, 2007 |
By: |
/s/ Todd G. Zimmerman |
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Todd G. Zimmerman |
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Executive Vice President and General Counsel |
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Exhibit Index
Exhibit Number |
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Description |
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10.1 |
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EMSC Non-Employee Director Compensation Program (incorporated by reference to Annex A to the EMSCs Proxy Statement filed on April 16, 2007). |
10.2 |
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EMSC Long-Term Incentive Plan (incorporated by reference to Annex B to the EMSCs Proxy Statement filed on April 16, 2007). |
10.3 |
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EMSC 2007 Employee Stock Purchase Plan (incorporated by reference to Annex C to the EMSCs Proxy Statement filed on April 16, 2007). |