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): August 3, 2015 (August 3, 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 7.01 | Regulation FD Disclosure |
On August 3, 2015, Community Health Systems, Inc. (the “Company”) issued a press release announcing that it plans to create a new publicly traded hospital company by spinning off to Company stockholders a group of 38 hospitals and Quorum Health Resources, LLC. The spin-off is intended to be tax-free to the Company and its stockholders and is expected to be completed in the first quarter of 2016. 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 7.01.
The Company will hold a conference call on Tuesday, August 4, 2015 at 10:00 a.m. Central, 11:00 a.m. Eastern, to discuss the proposed spin-off. A copy of the investor presentation for the conference call is furnished as Exhibit 99.2 hereto and is incorporated herein by reference into this Item 7.01.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release, dated August 3, 2015. | |
| 99.2 | Investor Presentation. | |
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: August 3, 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/ 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 |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release, dated August 3, 2015. | |
| 99.2 | Investor Presentation. | |