As filed with the Securities and Exchange Commission on May 25, 2022.
File No. 001-
Delaware | | | 47-2409192 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. employer identification number) |
6688 N. Central Expressway Suite 1300 Dallas, TX | | | 75206 |
(Address of principal executive offices) | | | (Zip code) |
Title of Each Class to be so Registered | | | Name of Each Exchange on which Each Class is to be Registered |
Common Stock, par value $0.01 per share | | | New York Stock Exchange |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☐ | |
| | | | | | Emerging growth company | | | ☐ |
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 2. | Financial Information. |
Item 3. | Properties. |
Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
Item 5. | Directors and Executive Officers. |
Item 6. | Executive Compensation. |
Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
Item 8. | Legal Proceedings. |
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
Item 10. | Recent Sales of Unregistered Securities. |
Item 11. | Description of Registrant’s Securities to be Registered. |
Item 12. | Indemnification of Directors and Officers. |
Item 13. | Financial Statements and Supplementary Data. |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 15. | Financial Statements and Exhibits. |
(a) | Financial Statements and Schedule |
(b) | Exhibits |
Exhibit Number | | | Exhibit Description |
2.1 | | | Form of Separation and Distribution Agreement by and between Encompass Health Corporation and Enhabit, Inc.* |
2.2 | | | Form of Transition Services Agreement by and between Encompass Health Corporation and Enhabit, Inc.* |
2.3 | | | Form of Tax Matters Agreement by and between Encompass Health Corporation and Enhabit, Inc.* |
2.3 | | | Form of Employee Matters Agreement by and between Encompass Health Corporation and Enhabit, Inc.* |
| | Form of Amended and Restated Certificate of Incorporation of Enhabit, Inc. | |
| | Form of Amended and Restated Bylaws of Enhabit, Inc. | |
| | Form of Enhabit, Inc. 2022 Omnibus Performance Incentive Plan | |
| | Form of Enhabit, Inc. Change in Control Benefits Plan | |
| | Form of Enhabit, Inc. Executive Severance Plan | |
| | List of Subsidiaries | |
| | Information Statement of Enhabit, Inc., preliminary and subject to completion, dated [ ], 2022 |
* | To be filed by amendment. |
| | ENHABIT, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Barbara Jacobsmeyer | ||||
| | | | Name: | | | Barbara Jacobsmeyer | ||
| | | | Title: | | | President and Chief Executive Officer | ||
| | | | | | ||||
Date: May 25, 2022 | | | | | | |
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