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 17, 2006
HealthSouth Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10315 63-0860407
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(Commission File Number) (IRS Employer Identification No.)
One HealthSouth Parkway, Birmingham, Alabama 35243
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(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
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(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:
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On May 17, 2006 HealthSouth Corporation (the "Company") issued a press
release, a copy of which is attached hereto as Exhibit 99 and incorporated
herein by reference, announcing that it has reached a non-prosecution agreement
(the "Agreement") with the U.S. Department of Justice negotiated through the
Office of the United States Attorney for the Northern District of Alabama
(together, the "Department"), relating to the accounting fraud committed against
the Company by members of its former management. Under the Agreement, the
Department acknowledged among other things, the Company's acknowledgment of
responsibility for the conduct of its employees giving rise to any violation in
connection with the fraud, the Company's previously reported settlement with the
Securities and Exchange Commission in the action captioned SEC v. HealthSouth
Corporation, and Richard M. Scrushy, No. CV-03-J-0615-S (N.D. Ala.) (the "SEC
Settlement"), including its agreement to pay $100 million pursuant to the terms
of the SEC Settlement, the Company's previously reported agreement with
representatives of a class of investors in the action captioned In re
HealthSouth Corporation Securities Litigation, No. CV-03-BE-1500-S (N.D.Ala.)
(the "Class Settlement"), including its agreement to pay $445 million in cash,
stock, and warrants to the class, as well as 25% of the Company's future net
recovery from suits brought against other defendants who are not included in the
Class Settlement, the Company's cooperation during the investigations by the
Department, the Company's pledge of continued cooperation, the Company's
agreement to pay $3 million to the U.S. Postal Inspection Services Consumer
Fraud Fund in connection with the execution of the Agreement and the Company's
numerous remedial actions in response to the fraud. In light of the foregoing
and based upon certain other understandings contained in the Agreement, the
Department agreed not to prosecute the Company for any crimes committed by its
employees relating to the fraud. Notwithstanding the foregoing, the Department
reserved the right to prosecute the Company for any crimes committed by its
employees in the event the Company violates the terms of the Agreement. The
Agreement expires on May 17, 2009.
Certain matters discussed herein constitute forward-looking statements
which represent the Company's current expectations and beliefs concerning future
events that involve risks and uncertainties which could cause actual results to
differ materially from those currently anticipated. Such information is based on
numerous assumptions and involve a number of risks and uncertainties, many of
which are beyond the Company's control.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
HEALTHSOUTH CORPORATION
By: /s/ Gregory L. Doody
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: May 19, 2006
EXHIBIT INDEX
Exhibit Number Description
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99 Press release of HealthSouth Corporation,
dated May 17, 2006.