Form 8-K
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
December 4, 2008 (December 4, 2008)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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001-15925
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13-3893191 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrants telephone number, including area code: (615) 465-7000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))
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Item 5.04 |
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Temporary Suspension of Trading Under Registrants Employee Benefit Plan. |
On December 1, 2008, Community Health Systems, Inc. (the Company) received notice that the
CHS/Community Health Systems, Inc. 401(k) Plan (the Plan) will be consolidating its services and
transferring all of its assets to a new provider, The Principal. As a result, participants in the
Plan will be temporarily unable to direct or diversify the investment of assets (including those
invested in the Company common stock fund) in their Plan accounts or obtain a loan or a
distribution from the Plan, beginning on January 23, 2009 at 4 p.m. (E.T.) and ending during the
week of February 15, 2009 (the Blackout Period).
On December 4, 2008, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104
of Securities Exchange Commission Regulation BTR, we sent a notice (the Notice) to our directors
and executive officers informing them that during the Blackout Period, they would generally be
prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring,
the Companys common stock or any other equity security or derivative securities of the Company
acquired in connection with their employment as an officer or service as a director.
A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the Blackout Period and for two years after the end date of the Blackout Period, security
holders and other interested persons may obtain, without charge, information regarding the Blackout
Period, including the actual ending date of the Blackout Period, by contacting Rachel A. Seifert,
Esq. Senior Vice President, Secretary & General Counsel, Community Health Systems, 4000
Meridian Blvd., Franklin, TN 37067, (615) 465-7000 or Roy A. Sellers, SPHR Director, Human
Resources, Community Health Systems, 4000 Meridian Blvd., Franklin, TN 37067, (615) 465-7000.
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Item 9.01 |
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Financial Statements and Exhibits. |
Exhibits
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99.1 |
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Notice to Directors and Executive Officers of Community Health Systems, Inc., dated December
4, 2008. |
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 thereunto duly authorized.
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Date: December 4, 2008 |
COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
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By: |
/s/ Wayne T. Smith
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Wayne T. Smith |
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Chairman of the Board,
President and Chief Executive Officer
(principal executive officer) |
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By: |
/s/ W. Larry Cash
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W. Larry Cash |
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Executive Vice President, Chief Financial Officer
and Director
(principal financial officer) |
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EX-99.1
Exhibit 99.1
[Typed on Community Health Systems, Inc. Letterhead]
December 4, 2008
VIA E-MAIL
TO: Community Health Systems, Inc. Board of Directors and Executive Officers
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W. Larry Cash
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David L. Miller |
John A. Clerico
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Michael T. Portacci |
John A. Fry
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William S. Hussey |
William Norris Jennings, M.D.
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Thomas D. Miller |
Julia B. North
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T. Mark Buford |
Harvey Klein, M.D.
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Rachel A. Seifert |
Wayne T. Smith |
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H. Mitchell Watson, Jr. |
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Re: |
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Upcoming 401(k) Plan Blackout Period and Restrictions on Trading Community
Health Services, Inc. (the Company) Securities |
Ladies and Gentlemen:
The purpose of this notice is to inform you that the CHS/Community Health Systems, Inc. 401(k) Plan
(the Plan) will be entering into a blackout period due to a consolidation of the Plans services
and a transfer of all the Plans assets to a new provider, The Principal. As a result, there will
be a period of time when participants in the Plan will be unable to direct or diversify the
investment of assets (including those invested in the Community Health Systems, Inc. common stock
fund) in their Plan accounts or obtain a loan or a distribution from the Plan (the Blackout
Period). The Blackout Period for the Plan is expected to begin on January 23, 2009 at 4 p.m.
(E.T.) and end during the week of February 15, 2009, and is scheduled to coincide with our regular
year end blackout period to minimize any inconvenience.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and
Exchange Commission Regulation BTR, during the Blackout Period, you will be prohibited from
directly or indirectly, purchasing, selling, or otherwise acquiring or transferring the Companys
common stock or any other equity security or derivative securities of the Company, including stock
options, if you acquire or previously acquired such equity security in connection with your service
as a director of the Company or employment as an executive officer of the Company. The trading
restrictions also apply to Company securities in which you have a direct or indirect pecuniary
interest (which may include equity securities owned by certain family members sharing the same
household with you, or equity securities held in a trust, or held by a corporation or partnership).
These trading restrictions will apply unless you can establish by specific identification of
securities that the transaction did not involve an equity security acquired in connection with
service or employment as a director or executive officer. In order to establish that the equity
security was not so acquired, a director or executive officer must identify the source of the
equity securities and demonstrate that he or she has utilized the same
Community Health Systems, Inc.
Directors and Executive Officers
December 4, 2008
Page 2
specific identification for
any purpose related to the transaction (such as tax reporting and any applicable disclosure and
reporting requirements).
Among the transactions that you may not engage in during the Blackout Period are the following:
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Exercising stock options granted to you in connection with your employment as an
executive officer or service as a director; |
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Selling Company stock you acquired by exercising stock options; |
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Selling Company stock you originally received as a restricted stock grant; and |
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Selling Company stock to cover withholding taxes upon the vesting of the restricted
stock. |
If you engage in a transaction that violates these rules, you may be required to disgorge your
profits from the transaction, and you may be subject to civil and criminal penalties.
Certain exemptions from these rules apply, but the exemptions are narrow and should be discussed
with the Companys General Counsel before any action is taken concerning Company equity securities
during the Blackout Period.
You may obtain information, without charge, about the Blackout Period, including information as to
whether the Blackout Period has begun or ended, by contacting Rachel A. Seifert, Esq. Senior
Vice President, Secretary & General Counsel, Community Health Systems, 4000 Meridian Blvd.,
Franklin, TN 37067, (615) 465-7000 or Roy A. Sellers, SPHR Director, Human Resources, Community
Health Systems, 4000 Meridian Blvd., Franklin, TN 37067, (615) 465-7000.
Please dont hesitate to contact me if you have any questions.
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Very truly yours,
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/s/ Rachel A. Seifert
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Rachel A. Seifert
Senior Vice President and General Counsel |
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cc:
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Roy Sellers, Human Resources |
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Jeffrey Bagner, Esq., Fried Frank Harris Shriver & Jacobson LLP |