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): October 26, 2017 (October 26, 2017)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS 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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 26, 2017, Community Health Systems, Inc. (the “Company”) issued a press release announcing that Michael T. Portacci, Division President with reporting responsibility for facilities in Alaska, Arizona, Arkansas, Louisiana, Missouri, New Mexico, and Texas, will retire effective December 1, 2017. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following items are included as Exhibits to this Form 8-K and incorporated herein by reference:
| Exhibit No. |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release dated October 26, 2017. | |
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: October 26, 2017 | COMMUNITY HEALTH SYSTEMS, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Wayne T. Smith | |||||
| Wayne T. Smith | ||||||
| Chairman of the Board and Chief Executive Officer | ||||||
| (principal executive officer) | ||||||
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS ANNOUNCES RETIREMENT OF
DIVISION PRESIDENT MICHAEL PORTACCI
FRANKLIN, Tenn. (October 26, 2017)—Community Health Systems, Inc. (NYSE: CYH) announced today that Division President Michael Portacci will retire on December 1, 2017.
Mr. Portacci currently oversees Division II Operations, which includes affiliated hospitals in Alaska, Arizona, Arkansas, Louisiana, Missouri, New Mexico and Texas. He joined the Company in 1988 as a hospital CEO, and was promoted to group director with oversight for multiple facilities in 1991. In 1995, he was promoted to vice president and he was named senior vice president of group operations in 2001. He was named division president in 2007. During his nearly 30-year tenure with the Company, Mr. Portacci has overseen the strategic acquisitions of several hospitals and large multi-specialty clinics, and he was a key member of the integration team in the acquisitions of Triad Hospitals, Inc. and Health Management Associates, Inc.
Commenting on the announcement, Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc., said, “Michael has been an accomplished leader and an important member of our management team. His nearly 30-year tenure spans all of our company’s major milestones, as well as dynamic changes within the healthcare industry. Michael has always recognized the importance of the local hospital in its community and has a strong record of advocating for quality, safety, and excellent patient care. His impact will continue on through the care provided by the hospitals that have benefitted from his leadership.”
The Company intends to name a replacement to oversee Division II Operations prior to the effective date of Mr. Portacci’s retirement.
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. The Company, through its subsidiaries, owns, leases or operates 129 affiliated hospitals in 20 states with an aggregate of approximately 21,000 licensed beds. 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 transactions, operating results, and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. 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 Contacts: | Media Contact: | |
| Thomas J. Aaron, 615-465-7000 | Tomi Galin, 615-628-6607 | |
| Executive Vice President and Chief Financial Officer | Senior Vice President, Corporate | |
| or | Communications, Marketing and Public Affairs | |
| Ross W. Comeaux, 615-465-7012 | ||
| Vice President, Investor Relations |
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