S-8 1 form_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 28, 2002 REGISTRATION NO. 333-______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- HEALTHSOUTH CORPORATION (Exact Name of Registrant as Specified in Its Charter) -------------------- DELAWARE 63-0860407 (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation or Organization) ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243 (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED 1993 CONSULTANTS STOCK OPTION PLAN (Full Title of the Plan) RICHARD M. SCRUSHY Copy to: Copy to: Chairman of the Board and Chief Executive Officer WILLIAM W. HORTON, ESQ. ROBERT E. LEE GARNER, ESQ. HEALTHSOUTH Corporation Executive Vice President Haskell Slaughter Young & Rediker, L.L.C. One HealthSouth Parkway and Corporate Counsel 1200 AmSouth/Harbert Plaza Birmingham, Alabama 35243 HEALTHSOUTH Corporation 1901 Sixth Avenue North (Name and Address of Agent For Service) One HealthSouth Parkway Birmingham, Alabama 35203 (205) 967-7116 Birmingham, Alabama 35243 (205) 251-1000 (Telephone Number, Including Area Code, (205) 967-7116 of Agent For Service)
-------------------- CALCULATION OF REGISTRATION FEE ================================================================================================================================ TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE (1) -------------------------------------------------------------------------------------------------------------------------------- Common Stock, Par 1,000,000 shares N/A $12,170,000 $1,120 Value $.01 Per Share ================================================================================================================================ (1) In accordance with Rules 457(c) and (h) promulgated under the Securities Act of 1933, as amended, the maximum aggregate offering price and the registration fee are based on a price of $12.17 per share, which represents the average of the high and low prices for the shares of HEALTHSOUTH Corporation Common Stock as reported on the New York Stock Exchange on June 26, 2002. ================================================================================================================================
EXPLANATORY NOTE This registration statement is being filed pursuant to Instruction E of Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to register an additional 1,000,000 shares of HEALTHSOUTH Corporation Common Stock issuable pursuant to its Amended and Restated 1993 Consultants Stock Option Plan. This registration statement includes a facing page, this page, the signature page, an exhibit index, an Exhibit 5 legal opinion (and a consent included therein), and an accountant's consent. Pursuant to Instruction E, the content of HEALTHSOUTH Corporation's registration statements on Form S-8 (Registration Nos. 333-64316 and 333-42305), including the exhibits thereto, are incorporated by reference into this registration statement. All previously registered shares may be issued pursuant to HEALTHSOUTH Corporation's Amended and Restated 1993 Consultants Stock Option Plan. Registration fees have been paid for all such previously registered shares. II-1 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 Birmingham, State of Alabama, on June 28, 2002. HEALTHSOUTH CORPORATION By /s/ Richard M. Scrushy --------------------------- Richard M. Scrushy Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard M. Scrushy and William T. Owens, and each of them, his or her attorney-in-fact with powers of substitution for him or her in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this registration statement relates, or other instruments he or she deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may 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 below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Richard M. Scrushy Chairman of the Board June 28, 2002 -------------------------------------- and Chief Executive Officer Richard M. Scrushy and Director /s/ Weston L. Smith Executive Vice President June 28, 2002 -------------------------------------- and Chief Financial Officer Weston L. Smith (Principal Financial and Accounting Officer) /s/ John S. Chamberlin Director June 28, 2002 -------------------------------------- John S. Chamberlin /s/ C. Sage Givens Director June 28, 2002 -------------------------------------- C. Sage Givens /s/ Joel C. Gordon Director June 28, 2002 -------------------------------------- Joel C. Gordon /s/ Charles W. Newhall III Director June 28, 2002 -------------------------------------- Charles W. Newhall III /s/ William T. Owens Director June 28, 2002 -------------------------------------- William T. Owens
II-2 /s/ Larry D. Striplin, Jr. Director June 28, 2002 -------------------------------------- Larry D. Striplin, Jr. /s/ George H. Strong Director June 28, 2002 -------------------------------------- George H. Strong /s/ Phillip C. Watkins Director June 28, 2002 -------------------------------------- Phillip C. Watkins
II-3 INDEX TO EXHIBITS Exhibit No. Description (4) Amended and Restated 1993 Consultants Stock Option Plan. (5) Opinion of Haskell Slaughter Young & Rediker, L.L.C. as to the legality of the shares of HEALTHSOUTH Corporation Common Stock being registered. (23)-1 Consent of Ernst & Young LLP. (23)-2 Consent of Haskell Slaughter Young & Rediker, L.L.C. (included in the opinion filed as Exhibit (5)). (24) Powers of Attorney (see signature pages of this registration statement). II-4