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): October 8, 2008 (October 8, 2008)


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 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 8.01     Other Events

On October 8, 2008, U.S. Physical Therapy, Inc., a national operator of physical and occupational therapy outpatient clinics, announced the acquisition of a 65% interest in Rehab Management Group (“RMG”).

RMG’s founders are partners with U.S. Physical Therapy in OsteoArthritis Centers of America. RMG provides physicians and their patients with clinical services including electro-diagnostic analysis (“EDX”) as well as intra articular joint (“IAJP Direct”) and lumbar osteoarthritis (“LOP Direct”) programs. EDX produces real time physiologic data about nerve and muscle function. IAJP Direct involves viscosupplementation injections used in conjunction with specialized outpatient rehabilitation programs. LOP Direct is a unique procedure for the treatment of osteoarthritis of the spine. The purchase price for USPH’s 65% interest in RMG was approximately $3.1 million. The business currently produces about $800,000 in earnings before interest, taxes, depreciation and amortization (“EBITDA”).

Item 9.01     Financial Statements and Exhibits

(c) Exhibits
 

Exhibits

Description of Exhibits

 
99.1 Press Release Dated October 8, 2008. *

*Furnished herewith.


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:

October 8, 2008

 

By: /s/ LAWRANCE W. MCAFEE

Lawrance W. McAfee

Chief Financial Officer

 

 (duly authorized officer and principal financial

and accounting officer)