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): July 15, 2009
AMN Healthcare Services, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-16753 | 06-1500476 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
| 12400 High Bluff Drive, Suite 100 San Diego, California |
92130 | |
| (Address of principal executive offices) | (Zip Code) |
(866) 871-8519
(registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 15, 2009, AMN Healthcare Services, Inc. (the “Company”) announced the appointment of Bary Bailey as its Chief Financial Officer (“CFO”). Mr. Bailey will start on July 20, 2009 in a transitionary role, and will assume responsibilities as the CFO on August 10, 2009.
Mr. Bailey, age 50, brings nearly 30 years experience in finance, financial consulting and operations in the healthcare, insurance and pharmaceutical industries. Since 2002, Mr. Bailey was the CFO and Executive Vice President (“EVP”) of Valeant Pharmaceuticals International. Prior to joining Valeant, Mr. Bailey was EVP of Strategy and Technology for PacifiCare Health Systems, Inc. In addition, Mr. Bailey served as EVP of Strategic Initiatives and later CFO at Premier, Inc. Mr. Bailey has also held a variety of finance roles at American Medical International (which was purchased by Tenet Healthcare Corporation). He began his career at Arthur Andersen & Company, serving the banking, entertainment, airlines, healthcare and insurance industries. Bary Bailey is a certified public accountant and holds a bachelor of science in finance from California State University, Long Branch.
As CFO, Bary Bailey will receive a base salary of $360,000 annually and a sign-on bonus of $100,000 payable on September 1, 2009 (subject to repayment if Mr. Bailey leaves the Company within 12 months). Mr. Bailey is entitled to an annualized target bonus of 60% of his base salary under the AMN Senior Management Incentive Bonus Plan (the “Plan”) based on the financial performance of the Company during the second half of fiscal 2009. He is entitled to a maximum annualized bonus of up to 120% of his base salary, and will receive no bonus if the minimum thresholds under the Plan are not met.
Mr. Bailey will receive an employment inducement equity grant consisting of 47,929 restricted stock units (with three-year cliff vesting with a potential for accelerated vesting based on the Company’s achievement of a targeted financial performance) and 219,834 stock appreciation rights (with three-year graded vesting) at the fair market value as of July 20, 2009, as defined in the Company’s Equity Plan, each to be granted on July 20, 2009.
Mr. Bailey will be eligible to participate in the Company’s 401(k) Plan and Executive Nonqualified Excess Plan, and is also eligible for standard Company employee benefits coverage, including medical, dental and life insurance. Mr. Bailey will also execute the Company’s standard executive officer severance agreement and indemnification agreements, effective August 10, 2009.
Mr. David Dreyer will remain as the Company’s Chief Financial Officer until August 9, 2009, and act in an advisory capacity until September 30, 2009.
| Item 8.01 | Other Events |
On July 15, 2009, the Company issued a press release relating to the appointment of Bary Bailey as the CFO. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued July 15, 2009. |
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.
| AMN Healthcare Services, Inc. | ||
| By: | /s/ Susan R. Nowakowski | |
| Susan R. Nowakowski | ||
| President & Chief Executive Officer | ||
Date: July 15, 2009
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press release issued July 15, 2009. |
Exhibit 99.1
 |
For Immediate Release
Media Contact:
Don Cowan
AMN Healthcare
858.523-6622
don.cowan@amnhealthcare.com
AMN Healthcare Names New Chief Financial Officer
Former Valeant Pharmaceuticals EVP/CFO Bary Bailey to join AMN Executive Team
San Diego, CA, July 15, 2009 — AMN Healthcare (NYSE: AHS), the leading healthcare staffing company in the United States, today announced Bary Bailey will be joining the executive team as Chief Financial Officer (CFO), effective August 10, 2009. Bailey brings nearly 30 years of experience in finance, financial consulting and operations in the healthcare, insurance and pharmaceutical industries.
Mr. Bailey’s most recent position was that as CFO and Executive Vice President (EVP) at Valeant Pharmaceuticals International, a specialty pharmaceutical company. Bailey joined Valeant in 2002 and was instrumental in restructuring the company to focus on its core pharmaceutical operations and to establish a platform for growth through internal development of existing and new products and via acquisitions. Prior to joining Valeant, Bailey was EVP of Strategy and Technology for PacifiCare Health Systems, Inc., a firm that provides managed care and other health insurance products to employer groups, individuals and Medicare beneficiaries in the United States and Guam.
In addition, Bailey served as EVP of Strategic Initiatives and later CFO at Premier, Inc., one of the largest Healthcare Group Purchasing Organizations in the United States, providing hospitals with group contracting for products and services, malpractice insurance risk sharing and a forum to share clinical knowledge so hospitals can learn from one another. Bailey also held a variety of finance roles at American Medical International (which was purchased by Tenet Healthcare Corporation). He began his career at Arthur Andersen & Company, serving the banking, entertainment, airlines, healthcare and insurance industries.
Bailey has been a certified public accountant for more than 20 years and holds a bachelor’s of science in finance degree from California State University, Long Beach.
Reporting to AMN President and Chief Executive Officer Susan Nowakowski, Bailey will start on July 20 in a transitionary role. He will assume the CFO responsibilities, which include the company’s finance and investor relations functions, on August 10, 2009. Bailey will succeed David Dreyer as AMN’s CFO. The company previously announced Mr. Dreyer’s planned departure in a press release on March 18, 2009. Commenting on Dreyer’s contributions to AMN, Nowakowski said, “I want to personally thank David for his outstanding contributions during the five years he has been a member of our executive team. His expertise and insights have added significant value to the entire organization and we appreciate that very much.”
Regarding Bailey, she said, “Bary brings the passion, experience and track record of a successful CFO, along with the hands-on experience of a seasoned operations executive. His strong combination of integrity, skills, experience and drive will be an important addition to AMN’s executive team and will support our ongoing success in a dynamic and highly competitive industry.”
Bailey said, “I am very excited to join the outstanding executive team and the entire organization responsible for developing and sustaining AMN as the leader in healthcare staffing. I look forward to helping the AMN team advance the company’s relationships to meet the needs of both current and future customers, focused on the efficient delivery of quality care.”
In connection with Mr. Bailey’s appointment as CFO, he will receive a grant of 219,834 stock appreciation rights and 47,929 restricted stock units that are being issued under the employee inducement exception to shareholder approved plans pursuant to New York Stock Exchange rule 303A.08
About AMN Healthcare
AMN Healthcare Services, Inc. is the largest healthcare staffing company in the United States and a leader in all three of its business segments: travel nurse and allied staffing, locum tenens staffing (temporary physician staffing), and physician permanent placement services. AMN Healthcare recruits healthcare professionals both nationally and internationally and places them on variable lengths of assignments and in permanent positions at acute-care hospitals, physician practice groups and other healthcare settings throughout the United States. For more information, visit www.amnhealthcare.com.
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