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 26, 2020

U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)

Nevada
1-11151
76-0364866
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas

77042
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 297-7000

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(b) 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
Name of each exchange on which registered
 
Common Stock, $.01 par value
USPH
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
                                                                                          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 7.01          REGULATION FD DISCLOSURE.

The Company’s Letter to Shareholders (“Shareholder Letter”), which will be mailed to the Company’s shareholders on or about April 6, 2020 with its Proxy Statement for the Annual Meeting to be held on August 18, 2020 and its Annual Report on Form 10-K for the year ended December 31, 2019, is attached as Exhibit 99.1.

A copy of the Shareholder Letter is attached hereto as Exhibit 99.1.

ITEM  9.01          FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
  
Description of Exhibits
     
 
2020 Letter to Shareholders dated June 26, 2020. **

** Furnished herewith
INDEX TO EXHIBITS

99.1          2020 Letter to Shareholders
SIGNATURE

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.

 
U.S. PHYSICAL THERAPY, INC.
   
Dated: June 26, 2020
By:
/s/ LAWRANCE W. MCAFEE
   
Lawrance W. McAfee
   
Chief Financial Officer
   
(duly authorized officer and principal financial and accounting officer)