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): November 9, 2015 (November 9, 2015)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 9, 2015, Community Health Systems, Inc. (the “Company”) issued a press release announcing that its Board of Directors had approved a new open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed total purchases under the program of $300,000,000, which will succeed the Company’s existing open market repurchase program. A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following item is included as an Exhibit to this Form 8-K and incorporated herein by reference:
| Exhibit No. |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release dated November 9, 2015. | |
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.
| Date: November 9, 2015 | COMMUNITY HEALTH SYSTEMS, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Wayne T. Smith | |||||
| Wayne T. Smith | ||||||
| Chairman of the Board and Chief Executive Officer | ||||||
| (principal executive officer) | ||||||
| By: | /s/ W. Larry Cash | |||||
| W. Larry Cash | ||||||
| President of Financial Services, Chief Financial Officer and Director | ||||||
| (principal financial officer) | ||||||
| By: | /s/ Kevin J. Hammons | |||||
| Kevin J. Hammons | ||||||
| Senior Vice President and Chief Accounting Officer | ||||||
| (principal accounting officer) | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release dated November 9, 2015. | |
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS ANNOUNCES NEW
SHARE REPURCHASE PROGRAM
FRANKLIN, Tenn. (November 9, 2015) – Community Health Systems, Inc. (NYSE: CYH) announced today that on November 6, 2015, its Board of Directors approved a new open market share repurchase program for up to ten million (10,000,000) shares of the Company’s Common Stock, not to exceed total purchases of $300,000,000.
The open market repurchase program will succeed an existing share repurchase program for up to five million (5,000,000) shares of the Company’s Common Stock, not to exceed total purchases of $150,000,000, which program was initiated in December 2014. Under the existing open market repurchase program, 1,400,000 shares have been repurchased at a total cost (including commissions) of $42,653,340.
The new open market repurchase program will terminate on the earlier of November 5, 2018, when the maximum number of shares has been repurchased, or when the maximum dollar amount has been expended. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable securities laws requirements, and other factors. The repurchase program may be suspended or discontinued at any time.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the Company currently owns, leases or operates 198 affiliated hospitals in 29 states with an aggregate of approximately 30,000 licensed beds. The Company has announced plans for a spin-off transaction to create a new, publicly-traded company, Quorum Health Corporation, with 38 affiliated hospitals and related outpatient services in 16 states, together with Quorum Health Resources, LLC, a subsidiary providing management and consulting services to non-affiliated hospitals. The transaction is expected to close during the first quarter of 2016. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Forward-Looking Statements
Statements contained in this news release regarding potential share repurchases, transactions and other events are forward-looking statements that involve risk and uncertainties. There are a number of factors that could cause actual future events or results to differ materially from these statements. These include, among others, the market price of the Company’s stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company’s cash flows from operations and general economic conditions.
Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
W. Larry Cash, 615-465-7000
President of Financial Services and Chief Financial Officer
or
Media Contact:
Tomi Galin, 615-628-6607
Senior Vice President, Corporate Communications, Marketing and Public Affairs
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