UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 7, 2007
SELECT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31441
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23-2872718 |
| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer |
| Incorporation)
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Number)
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Identification No.) |
4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)
(717) 972-1100
(Registrant’s telephone number, including area code)
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:
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))
TABLE OF CONTENTS
Item 1.02 Termination of a Material Definitive Agreement.
On June 7, 2007, Select Medical Corporation (“Select”), Nexus Health Systems, Inc. (“Nexus”),
Neurobehavioral Management Services L.L.C., and Nexus Health Inc. entered into an agreement
mutually terminating the Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of
March 26, 2007, under which Select was to acquire the business of Nexus for approximately $49.0
million in cash plus the assumption of a capital lease. A copy of the agreement mutually
terminating the Stock Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 7, 2007, Select issued a press release announcing the mutual termination of the Stock
Purchase Agreement. A copy of the press release is attached to this report as Exhibit 99.2.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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99.1
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Letter Agreement, dated June 7, 2007, by and among Select Medical
Corporation, Nexus Health Systems, Inc., Neurobehavioral Management
Services L.L.C., and Nexus Health Inc. |
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99.2
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Press Release issued by Select Medical Corporation dated June 7, 2007. |
SIGNATURE
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, thereunto duly authorized.
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SELECT MEDICAL CORPORATION
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| Date: June 7, 2007 |
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/s/ Michael E. Tarvin
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Michael E. Tarvin |
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Executive Vice President, General Counsel and
Secretary |
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