-----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, HCfOrIBHxUTn4xrKh3RRm+SoIh3FM50SCNPblz/C5FSMemdL8EahXVAY5+8F5zQf phSCKLkUJ8ez8T1xT082Ow== 0000912057-96-020769.txt : 19960921 0000912057-96-020769.hdr.sgml : 19960921 ACCESSION NUMBER: 0000912057-96-020769 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960919 EFFECTIVENESS DATE: 19960919 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARACELSUS HEALTHCARE CORP CENTRAL INDEX KEY: 0000758722 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 953565943 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-10299 FILM NUMBER: 96632383 BUSINESS ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 7138736623 MAIL ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 S-8 POS 1 S-8 POST EFFECTIVE AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1996 REGISTRATION NO. 333-10299 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PARACELSUS HEALTHCARE CORPORATION (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA 95-3565943 (State or Other Jurisdiction of Incorporation or (IRS Employer Identification Organization) No.)
515 WEST GREENS ROAD, SUITE 800 HOUSTON, TEXAS 77067 (Address, Including Zip Code, of Principal Executive Offices) PARACELSUS HEALTHCARE CORPORATION 1996 STOCK INCENTIVE PLAN (Full Title of the Plan) ROBERT C. JOYNER PARACELSUS HEALTHCARE CORPORATION 515 WEST GREENS ROAD, SUITE 800 HOUSTON, TEXAS 77067 (713) 873-6623 (Name, Address, Including Zip Code, and Telephone Number of Agent for Service) ------------------------ COPY TO: THOMAS C. JANSON, JR. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 300 SOUTH GRAND AVENUE SUITE 3400 LOS ANGELES, CALIFORNIA 90071 ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE AMOUNT TO BE PRICE PER SHARE OFFERING PRICE REGISTRATION REGISTERED REGISTERED (1) (1) FEE (1)(2) Common Stock, no stated par value per share.............. 8,749,933(3) $8.50 $74,374,430.50 $25,646.36
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"). (2) The registration fee has previously been paid. (3) Plus such additional number of shares of common stock, no stated par value, of Paracelsus Healthcare Corporation (the "Common Stock") as may be issuable pursuant to the antidilution provisions of the Paracelsus Healthcare Corporation 1996 Stock Incentive Plan. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by the registrant, Paracelsus Healthcare Corporation, a California corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (a) Annual Report on Form 10-K for the year ended September 30, 1995; (b) Quarterly Reports on Form 10-Q for the periods ended December 31, 1995, March 31, 1996 and June 30, 1996; (c) Current Reports on Form 8-K dated December 8, 1995, April 12, 1996 and May 17, 1996; and (d) Prospectus dated August 13, 1996 relating to the offering of 4,600,000 shares of Common Stock, including the description of the Common Stock contained therein. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Article IV of the Company's Articles of Incorporation (Exhibit 4.1 hereto) and Article V of the Company's Bylaws (Exhibit 4.2 hereto) provide for indemnification of the Company's directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 2 ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------------------- 4.1 Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-8 filed by the Company on September 19, 1996 (Commission File Number 333- ) and incorporated herein by reference). 4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed by the Company on September 19, 1996 (Commission File Number 333- ) and incorporated herein by reference). *5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Coopers & Lybrand L.L.P., independent accountants. *23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit 5.1). *24.1 Power of Attorney.
- ------------------------ * Previously filed. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. 3 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 19th day of September, 1996. PARACELSUS HEALTHCARE CORPORATION By /s/ ROBERT C. JOYNER ----------------------------------- Robert C. Joyner VICE PESIDENT AND GENERAL COUNSEL 5 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated, on September 19, 1996. * - ---------------------------------------- Chairman of the Board Dr. Manfred George Krukemeyer * Vice Chairman of the Board and - ---------------------------------------- Chief Executive Officer (principal R. J. Messenger executive officer) /s/ CHARLES R. MILLER President, Chief Operating Officer - ---------------------------------------- and Director (principal executive Charles R. Miller officer) /s/ JAMES G. VANDEVENDER Executive Vice President, Chief - ---------------------------------------- Financial Officer and Director James G. VanDevender (principal financial officer) /s/ ROBERT STARLING - ---------------------------------------- Controller (principal accounting Robert Starling officer) * - ---------------------------------------- Director Michael D. Hofmann * - ---------------------------------------- Director Christian A. Lange - ---------------------------------------- Director James A. Conroy - ---------------------------------------- Director Angelo R. Mozilo - ---------------------------------------- Director Daryl J. White /S/ ROBERT C. JOYNER - ---------------------------------------- Attorney-in-fact for the persons Robert C. Joyner marked above with an * 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- --------------------------------------------------------------------------------------------- --------- 4.1 Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-8 filed by the Company on September 19, 1996 (Commission File Number 333- ) and incorporated herein by reference). 4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed by the Company on September 19, 1996 (Commission File Number 333- ) and incorporated herein by reference). *5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Coopers & Lybrand L.L.P., independent accountants. *23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit 5.1). *24.1 Power of Attorney.
- ------------------------ * Previously filed. 7 EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Paracelsus Healthcare Corporation 1996 Stock Incentive Plan of our report dated December 14, 1995, with respect to the consolidated financial statements and schedule of Paracelsus Healthcare Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 1995, and in its Prospectus dated August 13, 1996, that is made a part of the Registration Statement (Form S-1), filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California September 17, 1996 EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Paracelsus Healthcare Corporation on Form S-8 (File No. 333-10299) of (i) our report dated February 27, 1996, on our audit of the Champion Healthcare Corporation as of December 31, 1994 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995; (ii) our report dated February 16, 1996, on our audit of Dakota Heartland Health System as of December 31, 1994 and 1995, and the related statements of income, partners' equity and cash flows for the year ended December 31, 1995; (iii) our report dated December 28, 1995, on our audit of Jordan Valley Hospital as of September 30, 1995 and the related statements of income and change in owner's equity and cash flows for the period from January 1, 1995 through September 30, 1995; and (iv) our report dated June 11, 1995, on our audit of Salt Lake Regional Medical Center as of May 31, 1994 and April 13, 1995, and the related consolidated statements of income, equity, and cash flows for each of the two years in the period ended May 31, 1994 and for the period from June 1, 1994 through April 13, 1995, which reports are included in the Prospectus dated August 13, 1996. COOPERS & LYBRAND L.L.P. Houston, Texas September 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----