8-K 1 y09670e8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 2, 2005 TEAM HEALTH, INC. (Exact Name of Registrant As Specified In Charter) ~~TENNESSEE 333-80337 62-1562558 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)~~

1900 WINSTON ROAD KNOXVILLE, TN 37919 (Address of Principal Executive Offices, including Zip Code) (865) 693-1000 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On June 2, 2005, Team Health, Inc. (the "Company") entered into an amended employment agreement with Lynn Massingale, M.D., President and Chief Executive Officer, dated as of April 15, 2005. Pursuant to the terms of the amendment, if Dr. Massingale is terminated without cause or if he terminates his employment for "Good Reason" (as defined in the employment agreement), Dr. Massingale can elect that the Company and Team Health Holdings, L.L.C. repurchase his executive units in two separate tranches in accordance with the terms of the amendment. A copy of the amendment is filed as an exhibit to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits furnished pursuant to Item 1.01. 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. TEAM HEALTH, INC. (Registrant) /s/ Robert J. Abramowski --------------------------------------- Date: June 2, 2005 Robert J. Abramowski Executive Vice President of Finance and Administration INDEX TO EXHIBITS

TEAM HEALTH INC 8-K