-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, i1NpKyCKNeq/ubjEgfhyePft7RPluDwEeqC1SK6OmqrPtWgAC7873S22CShYHC7d QNTbbwvvC8pd4dbz8PAWow== 0000860730-94-000022.txt : 19940920 0000860730-94-000022.hdr.sgml : 19940920 ACCESSION NUMBER: 0000860730-94-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940916 EFFECTIVENESS DATE: 19941005 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55511 FILM NUMBER: 94549404 BUSINESS ADDRESS: STREET 1: 201 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202- BUSINESS PHONE: (502)-572-2000 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HOSPITAL CORP DATE OF NAME CHANGE: 19930328 S-8 1 CHOSS8 As filed with the Securities and Exchange Commission on September 16, 1994 Registration No. 33-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ COLUMBIA/HCA HEALTHCARE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 75-2497104 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 201 West Main Street Louisville, Kentucky 40202 (Address of Principal Executive Offices, Zip Code) Columbia Hospital Corporation 1992 Stock and Incentive Plan (Full title of the plan) STEPHEN T. BRAUN Senior Vice President and General Counsel Columbia/HCA Healthcare Corporation 201 West Main Street Louisville, Kentucky 40202 (502) 572-2000 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------ Proposed Maximum Proposed Title of Offering Maximum Amount Securities Amount Price Aggregate of To Be To Be Per Offering Registration Registered Registered(1) Share(2) Price Fee - ------------------------------------------------------------------------------------------ Common Stock Par Value $.01 per share 18,000,000 Shares $41.9375 $754,875,000 $260,302 - ------------------------------------------------------------------------------------------ (1) Plus such additional shares as may become issuable by reason of the antidilution provisions of the Plan. The shares represent the number of shares of the Registrant's Common Stock which may be issued upon the exercise of options or the grant of restricted stock awards. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange, Inc. on September 14, 1994, as reported by The Wall Street Journal. On September 14, 1994, the average of the high and low price was $41.9375.
The contents of the Registrant's Registration Statements on Form S-8, Registration Statement No. 33-51052, which was filed with the Securities and Exchange Commission on August 20, 1992, and Registration Statement No. 33-51082 which was filed on July 16, 1993, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Louisville, Commonwealth of Kentucky, on the 15th day of September, 1994. COLUMBIA/HCA HEALTHCARE CORPORATION By: Stephen T. Braun Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature to the Registration Statement appears below hereby appoints Stephen T. Braun, David C. Colby and Richard A. Lechleiter and each of them, any one of whom may act without the joinder of the others, as his or her attorney-in-fact to execute in the name and on behalf of any such person, individually and in the capacity stated below, and to file all amendments and post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions in this Registration Statement as such attorney- in-fact may deem necessary or appropriate. Signature Title Date Thomas F. Frist Jr.,M.D. Chairman of the Board September 12, 1994 Richard L. Scott President, Chief September 15, 1994 Executive Officer (Principal Executive Officer) and Director David C. Colby Senior Vice President, September 15, 1994 Chief Financial Officer and Treasurer (Principal Financial Officer) Richard A. Lechleiter Vice President and September 15, 1994 Controller (Principal Accounting Officer) Magdalena Averhoff, M.D. Director September 9, 1994 J. David Grissom Director September 15, 1994 Ethan Jackson Director September 9, 1994 Charles J. Kane Director September 15, 1994 John W. Landrum Director September 15, 1994 T. Michael Long Director September 15, 1994 Darla D. Moore Director September 9, 1994 Rodman W. Moorhead III Director September 15, 1994 Carl F. Pollard Director September 15, 1994 Carl E. Reichardt Director September 15, 1994 Frank S. Royal, M.D. Director September 15, 1994 Robert D. Walter Director September 11, 1994 Signature Title Date William T. Young Director September 15, 1994 INDEX TO EXHIBITS Exhibits 4.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated February 11, 1994, and incorporated herein by reference). 4.2(a) By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A dated August 31, 1993, and incorporated herein by reference). 4.2(b) Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to Registrant's Current Report on Form 8-K dated February 11, 1994, and incorporated herein by reference). 4.3 Form of the Columbia Hospital Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (Registration No. 33-48886), and incorporated herein by reference). 4.4 Specimen Certificate for shares of Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.1 to the Registrant's Form SE to Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 4.5 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note Due June 30, 1999 (filed as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference). 4.6 Registration Rights Agreement between the Registrant and The 1818 Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference). 4.7 Securities Purchase Agreement by and between the Registrant and The 1818 Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference). 4.8 Warrant to purchase shares of Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference). 4.9 Registration Rights Agreement dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference). 4.10 Assignment and Assumption Agreement dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Registrant relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 4.11 Amended and Restated Rights Agreement dated February 10, 1994 between the Registrant and Mid-America Bank of Louisville and Trust Company (filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 4.12 $1 Billion Credit Agreement dated as of February 10, 1994, among the Registrant, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 4.13 $2 Billion Credit Agreement dated as of February 10, 1994, among the Registrant, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 4.14 Indenture dated as of December 15, 1993 between the Registrant and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). 5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, as to the validity of the securities registered herein. 23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, included in 5 above. 23.2 Consent of Ernst & Young. 24 Power of Attorney (included on the signature page of this Registration Statement). EX-5 2 EXHIBIT-5 September 15, 1994 Columbia/HCA Healthcare Corporation 201 W. Main Street Louisville, KY 40202 RE: Registration Statement on Form S-8 Columbia/HCA Healthcare Corporation 18,000,000 Shares of Common Stock Ladies and Gentlemen: I am Senior Vice President and General Counsel for Columbia/HCA Healthcare Corporation, a Delaware corporation (the "Company"), and have been involved with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 18,000,000 shares of Common Stock, $.01 par value of the Company (the "Common Stock") being offered to certain employees of the Company, under the Columbia Hospital Corporation 1992 Stock and Incentive Plan described in the Registration Statement. In connection with the offering of the Company's Common Stock, I have examined the Restated Certificate of Incorporation, By-laws and other corporate records of the Company, and such other documents I have deemed relevant to this opinion. Based and relying solely upon the foregoing, it is my opinion that when the 18,000,000 shares of Common Stock, or any portion thereof, are issued as described in the Registration Statement, such shares will be duly authorized, validly issued, fully paid and nonassessable. This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement as having passed upon the validity of the issuance of the Common Stock. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or rules and regulations of the Securities and Exchange Commission promulgated thereunder. Respectfully submitted, BY: Stephen T. Braun Senior Vice President & General Counsel EX-23 3 EXHIBIT-23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 5, 1994 with respect to the consolidated financial statements and schedules of Columbia/HCA Healthcare Corporation included in its Annual Report (Form 10-K/A-1) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Louisville, Kentucky September 15, 1994 -----END PRIVACY-ENHANCED MESSAGE-----