Delaware | 13-3893191 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization) | ||
4000 Meridian Boulevard | ||
Franklin, Tennessee | 37067 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ
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Accelerated filer o | |
Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o |
Proposed Maximum | Proposed Maximum | Amount | |||||||||||
Title Of Each Class Of Securities | Amount To Be | Offering Price | Aggregate | Of | |||||||||
To Be Registered | Registered(1) | Per Share | Offering Price | Registration Fee(2) | |||||||||
Common Stock, par value $0.01 per share |
1,200,000 | $17.47(3) | $20,964,000(3) | $2,434 | |||||||||
(1) | This Registration Statement covers 1,200,000 additional shares of common stock, par value $0.01 per share, of Community Health Systems, Inc. (the Registrant or the Corporation) available for issuance pursuant to awards under the Corporations 2009 Stock Option and Award Plan (the Plan). This Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to awards by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of common stock of the Registrant. | |
(2) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. A Registration Statement on Form S-8 has been filed previously on December 14, 2009 (Registration No. 333-163689) for the existing securities under the Plan. | |
(3) | Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of common stock of the Registrant on September 12, 2011, as reported on the New York Stock Exchange. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5 | ||||||||
EX-23.1 |
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(a) | the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on February 25, 2011; |
(b) | the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on April 29, 2011, and the Registrants Quarterly Report on Forms 10-Q and 10-Q/A for the fiscal quarter ended June 30, 2011, filed with the Commission on August 1, 2011 and August 3, 2011, respectively; |
(c) | the Registrants Current Reports on Form 8-K, filed with the Commission on each of January 10, 2011, January 14, 2011, April 11, 2011, April 18, 2011, April 20, 2011, April 22, 2011, May 2, 2011, May 10, 2011, and May 18, 2011; and |
(d) | the description of the Registrants common stock contained in the Corporations Registration Statement on Form 8-A, File No. 001-15925, filed with the Commission on June 5, 2000. |
Exhibit No. | Description | |
5
|
Opinion of Kirkland & Ellis LLP.* | |
10
|
Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrants Definitive Proxy Statement on Form DEF 14A filed with the Commission on April 7, 2011). | |
23.1
|
Consent of Deloitte & Touche LLP.* | |
23.2
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5).* | |
24
|
Power of Attorney (included on signature page).* |
* | Filed herewith. |
-3-
COMMUNITY HEALTH SYSTEMS, INC. |
||||
By: | /s/ Wayne T. Smith | |||
Wayne T. Smith, | ||||
Chairman of the Board, President and Chief Executive Officer | ||||
-4-
Signature | Title | Date | ||
/s/ Wayne T. Smith
|
Chairman of the Board, President and | September 16, 2011 | ||
Chief Executive Officer (Principal Executive Officer) | ||||
/s/ W. Larry Cash
|
Executive Vice President, Chief Financial Officer | September 16, 2011 | ||
(Principal Financial and Accounting Officer) and Director | ||||
/s/ John A. Clerico
|
Director | September 16, 2011 | ||
/s/ James S. Ely III
|
Director | September 16, 2011 | ||
/s/ John A. Fry
|
Director | September 16, 2011 | ||
/s/ William Norris Jennings, M.D.
|
Director | September 16, 2011 | ||
/s/ Julia B. North
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Director | September 16, 2011 | ||
/s/ H. Mitchell Watson, Jr.
|
Director | September 16, 2011 | ||
-5-
Exhibit No. | Description | |
5
|
Opinion of Kirkland & Ellis LLP.* | |
10
|
Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrants Definitive Proxy Statement on Form DEF 14A filed with the Commission on April 7, 2011). | |
23.1
|
Consent of Deloitte & Touche LLP.* | |
23.2
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5).* | |
24
|
Power of Attorney (included on signature page).* |
* | Filed herewith |
601 Lexington Avenue | ||||
New York, New York 10022 | ||||
(212) 446-4800 | Facsimile: | |||
www.kirkland.com | (212) 446-6460 |
Chicago
|
Hong Kong | London | Los Angeles | Munich | Palo Alto | San Francisco | Shanghai | Washington, D.C. |
/s/
Deloitte & Touche LLP Nashville, TN |
||
September 16, 2011 |
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