-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RdjX5TimE7/vcQ94hslFh7aFgIatYUdrTZN5QGbUSyUDhdI09lC0yf7nuArvSKVs 107+ZdHegtWZToLG9iVSDQ== 0000950144-00-003776.txt : 20000328 0000950144-00-003776.hdr.sgml : 20000328 ACCESSION NUMBER: 0000950144-00-003776 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000327 EFFECTIVENESS DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HEALTHWAYS INC CENTRAL INDEX KEY: 0000704415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 621117144 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-33336 FILM NUMBER: 579943 BUSINESS ADDRESS: STREET 1: 3841 GREEN HILLS VILLAGE DRIVE CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651122 MAIL ADDRESS: STREET 1: ONE BURTON HILLS BLVD CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHCORP INC /DE DATE OF NAME CHANGE: 19940211 S-8 1 AMERICAN HEALTHWAYS, INC. 1 As Filed With the Securities and Exchange Commission on March 27, 2000 Registration No. 333-________ ................................................................................ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ................................................................................ AMERICAN HEALTHWAYS, INC. (Exact name of registrant as specified in its charter) DELAWARE 62-1117144 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3841 GREEN HILLS VILLAGE DRIVE NASHVILLE, TENNESSEE 37215 (Address of Principal Executive Offices) (Zip Code) AMERICAN HEALTHWAYS, INC. 1996 STOCK INCENTIVE PLAN (Full title of the plan) HENRY D. HERR 3841 GREEN HILLS VILLAGE DRIVE NASHVILLE, TENNESSEE 37215 (Name and address of agent for service) (615) 665-1122 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration be registered registered offering price per share aggregate offering price fee ==================================================================================================================================== Common Stock 400,000 shares (1) $4.00 (2) $1,600,000 (2) $422.40 ====================================================================================================================================
(1) Represents 400,000 shares reserved for issuance pursuant to future grants under the Company's 1996 Stock Incentive Plan. (2) Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. 2 REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $.001 par value, of American Healthways, Inc., a Delaware corporation (the "Registrant"), for the Registrant's 1996 Stock Incentive Plan, as amended. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS The Registration Statement on Form S-8 (Registration No. 33-04615) previously filed by the Registrant with the Securities and Exchange Commission on May 28, 1996 is hereby incorporated by reference herein. Item 8. Exhibits
Exhibit Number Description ------------------ -------------------------------------------------------- 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Deloitte & Touche, LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included on page II-3)
II-2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 27th day of March, 2000. AMERICAN HEALTHWAYS, INC. By: /s/ Thomas G. Cigarran ------------------------------------ Thomas G. Cigarran Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Thomas G. Cigarran and Henry D. Herr and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Thomas G. Cigarran Chairman of the Board, President, March 27, 2000 - -------------------------------------- Chief Executive Officer and Director Thomas G. Cigarran (Principal Executive Officer) /s/ Henry D. Herr Executive Vice President Finance and March 27, 2000 - -------------------------------------- Administration, Chief Financial Henry D. Herr Officer, Secretary, and Director (Principal Financial Officer) /s/ David A. Sidlowe Vice President and Controller (Principal March 27, 2000 - -------------------------------------- Accounting Officer) David A. Sidlowe /s/ Frank A. Enmann Director March 27, 2000 - -------------------------------------- Frank A. Enmann /s/ Martin J. Koldyke Director March 27, 2000 - -------------------------------------- Martin J. Koldyke /s/ C. Warren Neel Director March 27, 2000 - -------------------------------------- C. Warren Neel /s/ William C. O'Neil, Jr. Director March 27, 2000 - -------------------------------------- William C. O'Neil, Jr.
II-3 4 EXHIBIT INDEX
Exhibit Number Description - ----------------- ------------------------------------------------------------ 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included on page II-3)
EX-5 2 OPINION OF BASS BERRY & SIMS PLC 1 EXHIBIT 5 B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509 TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509 TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200 TELECOPIER (423) 521-6234 March 27, 2000 American Healthways, Inc. 3841 Green Hills Village Drive Nashville, Tennessee 37215 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's 1996 Stock Incentive Plan (the "Plan") filed by you with the Securities and Exchange Commission covering an aggregate of 400,000 shares (the "Shares") of common stock, $.001 par value, issuable pursuant to the Plan. In so acting we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid, and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims PLC EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 Consent of Independent Auditors The Board of Directors American Healthways, Inc. We consent to the incorporation by reference in this Registration Statement of American Healthways, Inc. on Form S-8 of our report dated October 8, 1999, appearing in the Annual Report on Form 10-K of American Healthways, Inc. for the year ended August 31, 1999. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Nashville, Tennessee March 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----