-----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, CBUM3xjsm4hWy4HleKL+JGeP2menzqjSH0B1wGcpTKgdo8k8jyiMOnV7GjLTOppd BrwDP40gbZlwCDOBDdLqEQ== 0000930661-97-002032.txt : 19970819 0000930661-97-002032.hdr.sgml : 19970819 ACCESSION NUMBER: 0000930661-97-002032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970818 EFFECTIVENESS DATE: 19970818 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [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: 333-33881 FILM NUMBER: 97666004 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153279551 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 FORM S-8 As filed with the Securities and Exchange Commission on August 18, 1997 Registration No. ________ 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.) One Park Plaza Nashville, Tennessee 37203 (Address of Principal Executive Offices, Zip Code) -------------------------- Value Health, Inc. 1991 Stock Plan Value Health, Inc. 1991 Non-Employee Director Stock Option Plan Value Health, Inc. 1991 Employee Stock Purchase Plan Medintell System Corporation 1995 Stock Option Plan Diagnostek, Inc. 1991 Stock Option Plan Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan Preferred Healthcare Ltd. Stock Incentive Plan and Preferred Healthcare Ltd. 1991 Directors' Stock Option Plan (Full Title of the Plan) STEPHEN T. BRAUN Senior Vice President and General Counsel Columbia/HCA Healthcare Corporation One Park Plaza Nashville, Tennessee 37203 (615) 327-9551 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered(1) Per Share(2) Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------- Common Stock, $.01 par value........ 3,183,046 shares $31.25 $99,470,000 $30,143 ====================================================================================================
(1) The shares represent the number of shares of the Registrant's Common Stock, including associated Preferred Stock Purchase Rights, which may be issued upon the exercise of options, plus such additional shares as may become issuable by reason of anti-dilution and other provisions in the Plans. (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 on August 14, 1997, as reported by The Wall Street Journal. On ----------------------- August 14, 1997, the average of the high and low prices was $31.25. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") has been or will be sent or given to participants in the plans, listed on the cover of the Registration Statement (the "Plans,") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such document: (a) The Registrant's latest Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for the year ended December 31, 1996. (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K dated April 22, 1997, June 27, 1997, July 24, 1997, July 25, 1997 and August 8, 1997. (c) The description of the Registrant's Common Stock, $.01 par value, (including associated Preferred Stock Purchase Rights) contained in the Registrant's registration statement filed on Form 8-A dated August 31, 1993 pursuant to the Exchange Act ("Common Stock"). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from their respective dates of filing, provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby are in effect prior to the filing with the Commission of the Registrant's Annual Report on Form 10-K covering such year shall not be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in a document incorporated by reference herein 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities The Registrant's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel The validity of the issuance of the shares of Common Stock being offered by the Registration Statement will be passed upon for the Registrant by Stephen T. Braun, Senior Vice President and General Counsel of the Registrant. As of July 31, 1997, Mr. Braun owned approximately 27,906 shares and had stock options to purchase 237,500 shares of Common Stock of the Registrant. 4 Item 6. Indemnification of Directors and Officers The Registrant's Restated Certificate of Incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she was a director or officer of the Registrant (or was serving at the request of the Registrant as a director, officer, employee or agent for another entity) will be indemnified and held harmless by the Registrant, to the full extent authorized by the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The Registrant's Restated Certificate of Incorporation provides that to the fullest extent permitted by Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Delaware General Corporation Law permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting director liability for monetary damages arising from breaches of their fiduciary duty. The only limitations imposed under the statute are that the provision may not eliminate or limit a director's liability (i) for breaches of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or known violations of law, (iii) for the payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) for transactions in which the director received an improper personal benefit. The Registrant is insured against liabilities which it may incur by reason of its indemnification of officers and directors in accordance with its Restated Certificate of Incorporation. In addition, directors and officers are insured, at the Registrant's expense, against certain liabilities that might arise out of their employment and are not subject to indemnification under the Restated Certificate of Incorporation. The foregoing summaries are necessarily subject to the complete text of the statutes, Restated Certificate of Incorporation and agreements referred to above and are qualified in their entirety by reference thereto. 5 Item 7. Exemption From Registration Claimed. None Item 8. Exhibits. 4.1 Restated Certificate of Incorporation of Registrant (filed as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated February 11, 1994).* 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).* 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).* 4.3 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).* 4.4 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).* 4.5 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).* 4.6 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).* 4.7 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).* 4.8 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).* 4.9 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).* 4.10 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).* 6 4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364 Day Agreement"), 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).* 4.11(b) Agreement and Amendment to the 364 Day Agreement dated as of September 26, 1994 (filed as Exhibit 4.9 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803))*. 4.11(c) Agreement and Amendment to the 364 Day Agreement dated as of February 28, 1996 (filed as Exhibit 4.9(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).* 4.11(d) Agreement and Amendment to the 364 Day Agreement dated as of February 26, 1997 (filed as Exhibit 4.9(d) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).* 4.12(a) $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit Facility") 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).* 4.12(b) Agreement and Amendment to the Credit Facility dated as of September 26, 1994 (filed as Exhibit 4.10 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803)).* 4.12(c) Agreement and Amendment to the Credit Facility dated as of February 28, 1996 (filed as Exhibit 4.10(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.12(d) Agreement and Amendment to the Credit Facility dated as of February 26, 1997 (filed as Exhibit 4.10(d) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).* 4.13 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).* 4.14 Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Stock Plan (which Amendment is filed herewith). 4.15 Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Non- Employee Director Stock Option Plan (which Amendment is filed herewith). 4.16 Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit 10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock Purchase Plan (which Amendment is filed herewith). 7 4.17 Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit 4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-4786)).* 4.18 Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated effective October 1, 1994 (which Plan is filed herewith). 4.19 Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on Form S-8 (File No. 33-44415)).* 4.20 Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-74002)).* 4.21 Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-74002)).* 5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities registered herein. 23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5 above). 23.2 Consent of Ernst & Young LLP, independent auditors. 24 Power of Attorney (included on the signature page of this Registration Statement). __________________________ *Incorporated by reference. 8 Item 9. Undertakings The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. (b) 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. (c) 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. (d) 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 Section 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. (e) That, 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. 9 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 it 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 August 15, 1997. COLUMBIA/HCA HEALTHCARE CORPORATION /s/ Stephen T. Braun -------------------------------------------- By: Stephen T. Braun Senior Vice President and General Counsel KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen T. Braun, Kenneth C. Donahey and David G. Anderson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform such and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her 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 or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Thomas F. Frist, Jr., M.D. Chairman and Chief August 15, 1997 - ------------------------------- Executive Officer Thomas F. Frist, Jr., M.D. (Principal Executive Officer) /s/ Kenneth C. Donahey Senior Vice President August 15, 1997 - ------------------------------- and Controller Kenneth C. Donahey (Principal Financial and Accounting Officer) 10 Signature Title Date - --------- ----- ---- /s/ Magdalena Averhoff, M.D. Director August 15, 1997 - ------------------------------- Magdalena Averhoff, M.D. Director August___, 1997 - ------------------------------- Sister Judith Ann Karam, CSA Director August___, 1997 - ------------------------------- T. Michael Long /s/ Donald S. MacNaughton Director August 15, 1997 - ------------------------------- Donald S. MacNaughton /s/ R. Clayton McWhorter Director August 15, 1997 - ------------------------------- R. Clayton McWhorter /s/ Carl E. Reichardt Director August 15, 1997 - ------------------------------- Carl E. Reichardt /s/ Frank S. Royal, M.D. Director August 15, 1997 - ------------------------------- Frank S. Royal, M.D. Director August_____, 1997 - ------------------------------- William T. Young 11 INDEX TO EXHIBITS Exhibits 4.1 Restated Certificate of Incorporation of Registrant (filed as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated February 11, 1994).* 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).* 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).* 4.3 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).* 4.4 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).* 4.5 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).* 4.6 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).* 4.7 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).* 4.8 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).* 4.9 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).* 4.10 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).* 4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364 Day Agreement"), among the Registrant, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as 12 Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.11(b) Agreement and Amendment to the 364 Day Agreement dated as of September 26, 1994 (filed as Exhibit 4.9 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803))*. 4.11(c) Agreement and Amendment to the 364 Day Agreement dated as of February 28, 1996 (filed as Exhibit 4.9(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).* 4.11(d) Agreement and Amendment to the 364 Day Agreement dated as of February 26, 1997 (filed as Exhibit 4.9(d) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).* 4.12(a) $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit Facility") 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).* 4.12(b) Agreement and Amendment to the Credit Facility dated as of September 26, 1994 (filed as Exhibit 4.10 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803)).* 4.12(c) Agreement and Amendment to the Credit Facility dated as of February 28, 1996 (filed as Exhibit 4.10(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.12(d) Agreement and Amendment to the Credit Facility dated as of February 26, 1997 (filed as Exhibit 4.10(d) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996).* 4.13 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).* 4.14 Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Stock Plan (which Amendment is filed herewith). 4.15 Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Non-Employee Director Stock Option Plan (which Amendment is filed herewith). 4.16 Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit 10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock Purchase Plan (which Amendment is filed herewith). 4.17 Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit 4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-4786)).* 13 4.18 Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated effective October 1, 1994 (which Plan is filed herewith). 4.19 Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on Form S-8 (File No. 33-44415)).* 4.20 Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-74002)).* 4.21 Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form S-8 (File No. 33-74002)).* 5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities registered herein. 23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5 above). 23.2 Consent of Ernst & Young LLP, independent auditors. 24 Power of Attorney (included on the signature page of this Registration Statement). ___________________ *Incorporated by reference. 14 EX-4.14 2 VALUE HEALTH - AMEND. #1 TO 1991 STOCK PLAN EXHIBIT 4.14 VALUE HEALTH, INC. AMENDMENT NO. 1 TO 1991 STOCK PLAN The following amendments are hereby incorporated into the original 1991 Stock Plan (the "Plan") (i) "to provide that the shares issuable under the 1991 Plan be increased each year by a number of shares equal to two percent of the Company's Common Stock outstanding at the end of the immediately preceding year plus such number of shares as were available for grant in any preceding year and were not otherwise granted"; and (ii) "to provide that nonqualified stock options may not be granted at an exercise price less than 100% of the fair market value of a share of Common Stock on the date of grant". All other provisions of the Plan remain in full force and effect. EX-4.15 3 AMEND. #1 TO 1991 NON-EMPLOYEE DIRECTOR SOP EXHIBIT 4.15 VALUE HEALTH, INC. AMENDMENT NO. 1 TO 1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN The following amendments are hereby incorporated into the original 1991 Non- Employee Director Stock Option Plan (the "Plan") (i) "an increase in the number of shares of Common Stock subject to the Plan from 112,500 to 250,000; and (ii) "the automatic annual grant of vested options to acquire up to 2,500 shares of the Company's Common Stock to continuing eligible directors beginning upon the second anniversary of initial election to the Board; and (iii) "the automatic grant of vested options to acquire an additional 500 shares to such continuing directors who serve as Chairman of the Company's Audit Committee or Compensation Committee (iv) the extension of the period of time such options are exercisable from five years to ten years. All other provisions of the Plan remain in full force and effect. EX-4.16 4 AMEND. #1 TO EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4.16 VALUE HEALTH, INC. AMENDMENT NO. 1 TO EMPLOYEE STOCK PURCHASE PLAN 1. The second paragraph of Article 3 is hereby deleted in its entirety and replaced with the following: "For purposes of this Article 3, the term "employee" shall include any person who is an employee of the Company or any of its participating subsidiaries." 2. All other provisions of the Employee Stock Purchase Plan remain in full force and effect. EX-4.18 5 DIAGNOSTEK, INC. - 1991 STOCK OPTION PLAN EXHIBIT 4.18 DIAGNOSTEK, INC. 1991 STOCK OPTION PLAN ---------------------- (as amended and restated effective October 1, 1994) Diagnostek, Inc. adopted the Diagnostek, Inc. 1991 Stock Option Plan (the "Plan"). The Plan was subsequently amended by action of the Board of Directors of the Company to increase the number of shares of common stock of the Company that may be subject to Options under the Plan from Nine Hundred Fifty Thousand (950,000) to One Million Nine Hundred Fifty Thousand (1,950,000), which action was approved by the stockholders of the Company. The Plan is also hereby completely amended and restated, which amendment and restatement incorporates all of the provisions of the Plan as amended previously, and which makes certain changes that are intended to clarify the terms of Options that are granted under the Plan. 1. Purpose. The Plan is intended to recognize the contributions made ------- to the Company by employees (including employees who are members of the Board of Directors), consultants and advisors of the Company or any Affiliate, to provide such persons with additional incentive to devote themselves to the future success of the Company or an Affiliate, and to improve the ability of the Company or an Affiliate to attract, retain, and motivate individuals upon whom the Company's sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through receipt of rights to acquire the Company's Common Stock, par value $.01 per Share (the "Common Stock"). In addition, the Plan is intended as an additional incentive to directors of the Company who are not employees of the Company or an Affiliate to serve on the Board of Directors and to devote themselves to the future success of the Company by providing them with an opportunity to acquire or increase their proprietary interest in the Company through the receipt of Options to acquire Common Stock. 2. Definitions. Unless the context clearly indicates otherwise, the ----------- following terms shall have the following meanings: (a) "Affiliate" means a corporation which is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of Section 424(e) or (f) of the Code. (b) "Board of Directors" means the Board of the Directors of the Company. (c) "Change of Control" shall have the meaning as set forth in Section 10 of the Plan. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the Non-employee Directors or a committee designated by the Board of Directors as described in Section 3 of the Plan, except with respect to administration of the Plan as it pertains to eligible participants who are both Non-employee Directors and members of the Stock Option Committee. With respect to administration of the Plan as it pertains to eligible participants who are both Non-employee Directors and members of the Stock Option Committee, "Committee" means the Board of Directors. (f) "Company" means Diagnostek, Inc., a Delaware corporation. (g) "Disability" shall have the meaning set forth in Section 22(e)(3) of the Code. (h) "Fair Market Value" shall have the meaning set forth in Subsection 8(b) of the Plan. (i) "ISO" means an Option granted under the Plan which is intended to qualify as an "incentive stock option" within the meaning of Section 422(b) of the Code. (j) "Non-employee Director" means a member of the Board of Directors who is not an employee of the Company or an Affiliate. (k) "Non-qualified Stock Option" means an Option granted under the Plan which is not intended to qualify, or otherwise does not qualify, as an "incentive stock option" within the meaning of Section 422(b) of the Code. (l) "Option" means either an ISO or a Non-qualified Stock Option granted under the Plan. (m) "Optionee" means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired or terminated. (n) "Option Document" means the document described in Section 8 or Section 9, as applicable, which sets forth the terms and conditions of each grant of Options. (o) "Option Price" means the price at which Shares may be purchased upon exercise of an Option, as calculated pursuant to Section 8(b). (p) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. (q) "Shares" means the shares of Common Stock of the Company which are the subject of Options. (r) "Stock Option Committee" means the Stock Option Committee of the Board of Directors. 3. Administration of the Plan. The Plan shall be administered by the Non- -------------------------- employee Directors of the Company or by a committee designated by the Board of Directors composed of two or more Non-employee Directors to administer the Plan in its stead. Notwithstanding the foregoing, with respect to persons who are both Non-employee Directors and members of the Stock Option Committee, who are to be granted Options in accordance with the provisions of Section 9, the directors to whom Options will be granted, the timing of grants of Options, the price at which Shares may be purchased and the number of Shares covered by Options granted to each Optionee shall be as specifically set forth herein, and subject to the foregoing and the other provisions set forth herein, the Plan shall be administered by the Board of Directors. (a) Meetings. The Committee shall hold meetings at such times and places -------- as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee. (b) Grants. Except with respect to Options granted to persons who are both ------ Non-employee Directors and members of the Stock Option Committee pursuant to Section 9, the Committee shall from time to time at its discretion direct the Company to grant Options pursuant to the terms of the Plan. The Committee shall have plenary authority to (i) determine the Optionees to whom, the times at which, and the price at which Options shall be granted, (ii) determine the type of Option to be granted and the number of Shares subject thereto, and (iii) approve the form and terms and conditions of the Option Documents; all subject, however, to the express provisions of the Plan. In making such determinations, the Committee may take into account the nature of the Optionee's services and responsibilities, the Optionee's present and potential contribution to the Company's success and such other factors as it may deem relevant. Notwithstanding the foregoing, grants of Options to persons who are both Non- employee Directors and members of the Stock Option Committee shall be made in accordance with Section 9. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final, binding and conclusive. (c) Exculpation. No member of the Board of Directors shall be personally ----------- liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Options under the Plan, provided that this Subsection 3(c) shall not apply to (i) any breach of such member's duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) acts or omissions that would result in liability under Section 174 of the General Corporation Law of the State of Delaware, as amended, and (iv) any transaction from which the member derived an improper personal benefit. (d) Indemnification. Service on the Committee shall constitute service as --------------- a member of the Board of Directors of the Company. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Certificate of Incorporation and/or By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or by the granting of Options thereunder in which he or she may be involved by reason of his or her being or having been a member of the Committee, whether or not he or she continues to be such member of the Committee at the time of the action, suit or proceeding. 4. Grants under the Plan. Grants under the Plan may be in the form of a Non- --------------------- qualified Stock Option, an ISO or a combination thereof, at the discretion of the Committee. 5. Eligibility. All employees, consultants, advisors and members of the ----------- Board of Directors shall be eligible to receive Options hereunder. However, persons who are both Non-employee Directors and members of the Stock Option Committee may receive Options only pursuant to Section 9. The Committee, in its sole discretion, shall determine whether an individual qualifies as a employee, consultant or advisor. 6. Shares Subject to Plan. The aggregate maximum number of Shares for which ---------------------- Options may be granted pursuant to the Plan is One Million Nine Hundred Fifty Thousand (1,950,000), adjusted subject to adjustment as provided in Section 11 of the Plan. The Shares shall be issued from authorized and unissued Common Stock or Common Stock held in or hereafter acquired for the treasury of the Company. If an Option terminates or expires without having been fully exercised for any reason, the Shares for which the Option was not exercised may again be the subject of an Option granted pursuant to the Plan. 7. Term of the Plan. The Plan is effective as of July 31, 1991, the date on ---------------- which it was adopted by the Board of Directors, subject to the approval of the Plan on or before July 30, 1992 by a majority of the votes cast at a duly called meeting of the stockholders at which a quorum representing a majority of all outstanding voting stock of the Company is, either in person or by proxy, present and voting. No Option may be granted under the Plan after July 30, 2001. No Option granted pursuant to the Plan may be exercised before the Plan is so approved by the Company's stockholders. If the Plan is not so approved on or before July 30, 1992, all Options granted under the Plan shall be null and void. 8. Option Documents and Terms. Each Option granted under the Plan shall be -------------------------- an ISO for Federal income tax purposes to the maximum extent permitted under applicable Federal law. To the extent an Option does not qualify as an ISO under applicable Federal law, such Option shall be a Non-qualified Stock Option whether or not so designated at the time of grant. Options granted pursuant to the Plan shall be evidenced by the Option Documents in such form as the Committee shall from time to time approve, which Option Documents shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require which are not inconsistent with the terms of the Plan. However, the provisions of this Section 8 shall not be applicable to Options granted to persons who are both Non-employee Directors and members of the Stock Option Committee, except as otherwise provided in Subsection 9(c). (a) Number of Option Shares. Each Option Document shall state the number ----------------------- of Shares to which it pertains. An Optionee may receive more than one Option, which may include Options which are intended to be ISOs and Options which are not intended to be ISOs, but only on the terms and subject to the conditions and restrictions of the Plan. (b) Option Price. Each Option Document shall state the Option Price which, ------------ for all Options, shall be at least 100% of the Fair Market Value of the Shares at the time the Option is granted as determined by the Committee in accordance with this subsection 8(b); provided, however, that if an ISO is granted to an Optionee who then owns, directly or by attribution under section 424(d) of the Code, shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, then the Option Price shall be at least 110% of the Fair Market Value of the Shares at the time the Option is granted. If the Common Stock is traded in a public market, then the Fair Market Value per share shall be, if the Shares are listed on a national securities exchange or included in the NASDAQ National Market System, the last reported sale price thereof on the date of grant, or, if the Shares are not so listed or included, the mean between the last reported "bid" and "asked" prices thereof, as reported on NASDAQ or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines, on the day the Option is granted. (c) Exercise. No Option shall be deemed to have been exercised prior to -------- the receipt by the Company of written notice of such exercise and of payment in full of the Option Price of the Shares to be purchased. Each such notice shall specify the number of Shares to be purchased and shall (unless the Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act")), contain the Optionee's acknowledgment in form and substance satisfactory to the Company that (a) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) the Optionee has been advised and understands that (i) the Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) such Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option Documents may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Share on any securities exchange or an automated quotation system, or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 8(c) has occurred. (d) Medium of Payment. An Optionee shall pay for Shares (i) in cash, (ii) ----------------- by certified check payable to the order of the Company, or (iii) by such other mode of payment as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. Furthermore, the Committee may provide in an Option Document that payment may be made in whole or in part in shares of the Company's Common Stock held by the Optionee. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of such Optionee representing the shares owned by such Optionee, free of all liens, claims and encumbrances of every kind and having an aggregate Fair Market Value on the date of delivery that is at least as great as the Option Price of the Shares (or relevant portion thereof) with respect to which such Option is to be exercised by the payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. In the event that certificates for shares of the Company's Common Stock delivered to the Company represent a number of shares in excess of the number of Shares required to make payment for the Option Price of the Shares (or relevant portion thereof) with respect to which such Option is to be exercised by payment in shares of Common Stock, the stock certificate issued to the Optionee shall represent (i) the Shares in respect of which payment is made, and (ii) such excess number of shares. Notwithstanding the foregoing, the Committee may impose from time to time such limitations and prohibitions on the use of shares of the Common Stock to exercise an Option as it deems appropriate. (e) Termination of Options. ---------------------- (i) No Option shall be exercisable after the first to occur of the following: (A) Expiration of the Option term specified in the Option Document, which shall not exceed (1) ten years from the date of grant, or (2) five years from the date of grant of an ISO if the Optionee on the date of grant owns, directly or by attribution under section 424(d) of the Code, shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of an Affiliate; (B) Expiration of ninety (90) days from the date the Optionee's employment or service with the Company or its Affiliates terminates for any reason other than Disability or death or as otherwise specified in Subsection 8(e)(i)(D) or 8(e)(i)(E) below; (C) Expiration of one year from the date the Optionee's employment or service with the Company or its Affiliates terminates due to the Optionee's Disability or death; (D) A finding by the Committee, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has breached his employment or service contract with the Company or an Affiliate, or has been engaged in any sort of disloyalty to the Company or an Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his employment or service, or has disclosed trade secrets or confidential information of the Company or an Affiliate. In such event, in addition to immediate termination of the Option, the Optionee shall automatically forfeit all Shares for which the Company has not yet delivered the share certificates upon refund by the Company of the Option Price. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in a forfeiture. (E) The date, if any, set by the Board of Directors as an accelerated expiration date pursuant to Section 10 hereof. (ii) Notwithstanding the foregoing, the Committee may extend the period during which all or any portion of an Option may be exercised to a date no later than the date of the expiration of the option term specified in the Option Document, provided that any change pursuant to this Subsection 8(e)(ii) which would cause an ISO to become a Non-qualified Stock option may be made only with the consent of the Optionee. (iii) Notwithstanding anything contained herein to the contrary, no Option held by an employee shall be exercisable during any period of time after the termination of such employee's employment with the Company or an Affiliate for any reason except to the extent such Option was exercisable on the date of such employee's termination of employment with the Company or an Affiliate for any reason except to the extent such Option was exercisable on the day of such employee's termination of employment. (f) Transfers. No Option granted under the Plan may be transferred, --------- except by will or by the laws of descent and distribution. During the lifetime of the person to whom an Option is granted, such Option may be exercised only by him. Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred pursuant to the terms of "qualified domestic relations order," within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the meaning of Title I of the Employee Retirement Income Security Act or 1974, as amended. (g) Limitation on ISO Grants. In no event shall the aggregate fair ------------------------ market value of the Shares (determined at the time the ISO is granted) with respect to which an ISO is exercisable for the first time by the Optionee during any calendar year (under all incentive stock option plans for the Company or its Affiliates) exceed $100,000. (h) Other Provisions. Subject to the provisions of the Plan, the Option ---------------- Documents shall contain such other provisions including, without limitation, provisions authorizing the Committee to accelerate the exercise ability of all or any portion of an Option granted pursuant to the Plan, additional restrictions upon the exercise of the Option or additional limitations upon the term of the Option, as the Committee shall deem advisable. (i) Amendment. Subject to the provisions of the Plan, the Committee --------- shall have the right to amend Option Documents issued to an Optionee, subject to the Optionee's consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made under Section 10 of the Plan. 9. Special Provisions Relating Grants of Options to Persons who are both --------------------------------------------------------------------- Non-employee Directors and Members of the Stock Option Committee. Options - ---------------------------------------------------------------- granted pursuant to the Plan to persons who are both Non-employee Directors and members of the Stock Option Committee shall be granted, without any further action by the Committee, in accordance with the terms and conditions set forth in this Section 9. Options granted pursuant to this Section 9 shall be evidenced by Option Documents in such form as the Committee shall from time to time approve, which Option Documents shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require which are not inconsistent with the terms of the Plan. (a) Timing of Grants; Number of Shares Subject of Options; Exercisability --------------------------------------------------------------------- of Options; Option Price. Each person who is both a Non-employee Director and - ------------------------- a member of the Stock Option Committee shall be granted annually, (i) commencing on March 1, 1992, and on each March 1 thereafter, an Option to purchase Five Thousand (5,000) shares of Common Stock and (ii) commencing March 1, 1993, in substitution for the grant described in (i), an Option to purchase Twenty Thousand (20,000) shares of Common Stock. Each such Option shall be a Non- qualified Stock Option and shall first become exercisable six months after the date of grant. The Option Price shall be equal to the Fair Market Value of the Common Stock on the date the Option is granted. (b) Termination of Options Granted Pursuant to Section 9. ---------------------------------------------------- (i) All options granted pursuant to this Section 9 shall be exercisable until the first to occur of the following: (A) Expiration of ten (10) years from the date of grant; (B) Expiration of Ninety (90) days from the date of the Optionee's service as Non-employee Director terminates for any reason other than Disability or death; (C) Expiration of one year from the date the Optionee's service with Company as a Non-employee Director terminates due to the Optionee's Disability or death. (c) Applicability of Provisions of Section 8 to Options Granted Pursuant -------------------------------------------------------------------- to Section 9. The following provisions of Section 8 shall be applicable to - ------------ Options granted pursuant to this Section 9: Subsection 8(a) (provided that all Options granted pursuant to this Section 9 shall be Non-qualified Stock Options); the last sentence of Subsection 8(b); Subsection 8(c); Subsection 8(d); Subsection 8(f); and Subsection 8(i). 10. Change of Control. In the event of a Change of Control, the Committee ----------------- may take whatever action with respect to the Options outstanding (other than Options granted pursuant to Section 9) it deems necessary or desirable, including, without limitation, accelerating the expiration or termination date in the respective Option Documents to a date no earlier than thirty (30) days after notice of such acceleration is given to the Optionees. In addition to the foregoing, in the event of a Change of Control, Options granted pursuant to the plan shall become immediately exercisable in full. A. "Change of Control" shall be deemed to have occurred upon the earliest to occur of the following events: (i) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of substantially all of the assets of the company, or (iii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Company's Common Stock immediately prior to the merger or consolidation will have at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable voting securities) is to be held in the same proportion as such holders' ownership of Common Stock of the Company immediately before the merger or consolidation, or (iv) the date any entity, person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than the Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty five percent (25%) of the outstanding shares of the Company's Common Stock, or (v) the first day after the date this Plan is effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than twelve (12) months, unless the nomination for election of each new director who was not a director at the beginning of such twelve (12) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. 11. Adjustments on Changes in Capitalization. The aggregate number of Shares ---------------------------------------- and class of shares as to which Options may be granted hereunder, and the Option Price, shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or class of issued and outstanding equity securities of the company resulting from a subdivision or consolidation of the Common Stock and/or, if appropriate, other outstanding equity securities or a recapitalization or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company which are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the adjustments to be made under this Section, and any such determination by the Committee shall be final, binding and conclusive; provided, however, that no adjustment shall be made which will cause an ISO to lose its status as such without the consent of the Optionee, except for adjustments made pursuant to Section 10 hereof. 12. Amendment of the Plan. The Board of Directors of the Company may amend --------------------- the Plan from time to time in such manner as it may deem advisable. Nevertheless, the Board of Directors of the Company may not change the class of individuals eligible to receive an ISO or increase the maximum number of shares as to which Options may be granted without obtaining approval, within twelve months before or after such action, by vote of a majority of the votes cast at a duly called meeting of the stockholders at which a quorum representing a majority of all outstanding voting stock of the Company is, either in person or by proxy, present and voting on the matter. In addition, the provisions of Section 9 that determine (i) which directors shall be granted Options pursuant to Section 9; (ii) the amount of Shares subject to Options granted pursuant to Section 9; (iii) the price at which shares subject to Options granted pursuant to Section 9 may be purchased and (iv) the timing of grants of Options pursuant to Section 9 shall not be amended more than once every six months, other than to comport with changes in the Code or the Employee Retirement Income Security Act of 1974, as amended. No amendment to the Plan shall adversely affect any outstanding Option, however, without the consent of the optionee. 13. No Commitment to Retain. The grant of an Option pursuant to the Plan ----------------------- shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to retain the Optionee in the employ of the Company or an Affiliate and/or as a member of the Company's Board of Directors or in any other capacity. 14. Withholding of Taxes. Whenever the Company proposes or is required to -------------------- deliver or transfer Shares in connection with the exercise of an Option, the Company shall have the right to (a) require the recipient to remit or otherwise make available to the company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares of (b) take whatever other action it deems necessary to protect its interests with respect to tax liabilities. The Company's obligation to make any delivery or transfer of Shares shall be conditioned on the Optionee's compliance, to the Company's satisfaction, with any withholding requirement. 15. Interpretation. The Plan is intended to enable transactions under the -------------- Plan with respect to directors and officers (within the meaning of Section 16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the conditions of Rule 16b-3; to the extent that any provision of the Plan would cause a conflict with such conditions or would cause the administration of the Plan as provided in Section 3 to fail to satisfy, on or after March 1, 1992, the conditions of Rule 16b-3, such provision shall be deemed null and void to the extent permitted by applicable law. EX-5 6 OPINION OF STEPHEN T. BRAUN EXHIBIT 5 August 15, 1997 Columbia/HCA Healthcare Corporation One Park Plaza Nashville TN 37203 Re: Registration Statement on Form S-8 Columbia/HCA Healthcare Corporation 3,183,046 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 3,183,046 shares of Common Stock, $.01 par value of the Company (the "Common Stock") being offered to certain employees of the Company, under the Value Health, Inc. 1991 Stock Plan, Value Health, Inc. 1991 Non-Employee Director Stock Option Plan, Value Health, Inc. 1991 Employee Stock Purchase Plan, Medintell System Corporation 1995 Stock Option Plan, Diagnostek, Inc. 1991 Stock Option Plan, Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan, Preferred Healthcare Ltd. Stock Incentive Plan and the Preferred Healthcare Ltd. 1991 Directors' Stock Option Plan as 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 3,183,046 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, /s/ Stephen T. Braun Stephen T. Braun Senior Vice President and General Counsel EX-23.2 7 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of the Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 of Columbia/HCA Healthcare Corporation pertaining to the Value Health, Inc. 1991 Stock Plan, Value Health, Inc. 1991 Non-Employee Director Stock Option Plan, Value Health, Inc. 1991 Employee Stock Purchase Plan, Medintell System Corporation 1995 Stock Option Plan, Diagnostek, Inc. 1991 Stock Option Plan, Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan, Preferred Healthcare Ltd. Stock Incentive Plan and the Preferred Healthcare Ltd. 1991 Directors' Stock Option Plan of our report dated February 7, 1997, with respect to the consolidated financial statements incorporated by reference in its Annual Report (Form 10-K, as amended) for the year ended December 31, 1996. /s/ ERNST & YOUNG LLP ---------------------------------- Ernst & Young LLP Nashville, Tennessee August 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----