Delaware | 27-3865930 | |
(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) | |
or organization) | ||
One Park Plaza | 37203 | |
Nashville, Tennessee | (Zip Code) | |
(Address of Principal Executive Offices) |
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||||||||||
Title of securities | Amount to be | maximum offering price | maximum aggregate | Amount of | ||||||||||||||||||
to be registered | registered | per share | offering price | registration fee | ||||||||||||||||||
Common Stock, $0.01
par value |
202,725 | $ | 0.0305 | $6,183.11 | $0.72 | |||||||||||||||||
Common Stock, $0.01
par value |
3,247,726 | $ | 2.8302 | $9,191,714.13 | $1,067.16 | |||||||||||||||||
Common Stock, $0.01
par value |
685,146 | $ | 2.8302 | $1,939,100.21 | $225.13 | |||||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Pursuant to Rule 416(c), also includes an indeterminate number of participation interests to be offered or sold pursuant to the plan described herein. | |
(2) | Computed pursuant to Rule 457(h) of the Securities Act solely for the purpose of determining the amount of the registration fee, based upon the weighted average exercise price for the 4,135,597 shares subject to outstanding options granted pursuant to the Registrants HCA-Hospital Corporation of America Nonqualified Initial Option Plan, HCA Inc. 2000 Equity Incentive Plan and HCA 2005 Equity Incentive Plan. | |
(3) | Determined by multiplying $11,136,997.45 by 0.0001161. | |
(4) | Consists of up to 202,725 shares of the Registrants common stock issued or issuable pursuant to the HCA-Hospital Corporation of America Nonqualified Initial Option Plan. | |
(5) | Consists of up to 3,247,726 shares of the Registrants common stock issued or issuable pursuant to the HCA Inc. 2000 Equity Incentive Plan. | |
(6) | Consists of up to 685,146 shares of the Registrants common stock issued or issuable pursuant to the HCA 2005 Equity Incentive Plan. |
Item 3. | Incorporation of Documents by Reference. |
(1) | The Registrants Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 17, 2011. | |
(2) | The Registrants Current Reports on Form 8-K filed with the SEC on February 11, 2011, March 16, 2011 and April 5, 2011. | |
(3) | The description of the Registrants Common Stock, par value $0.01 per share, contained in the Registrants Registration Statement on Form 8-A, filed with the SEC on March 7, 2011, and including all other amendments and reports filed for the purpose of updating such description. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
Item 7. | Exemption from Registration Claimed. |
Item 8. | Exhibits. |
4.1 | Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). |
4.2 | Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). | |
4.3 | HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Registrants Registration Statement on Form S-3 (file number 33-52379) filed with the SEC on February 23, 1994, and incorporated herein by reference). | |
4.4 | HCA Inc. 2000 Equity Incentive Plan (filed as Exhibit A to the Companys Proxy Statement for the Annual Meeting of Stockholders on May 25, 2000, and incorporated herein by reference). | |
4.5 | HCA 2005 Equity Incentive Plan (filed as Exhibit B to the Companys Proxy Statement for the Annual Meeting of Shareholders on May 26, 2005, and incorporated herein by reference). | |
4.6 | Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 4.1 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). | |
5.1 | Opinion of Bass, Berry & Sims PLC. | |
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature pages hereof). |
HCA HOLDINGS, INC. |
||||
By: | /s/ R. Milton Johnson | |||
R. Milton Johnson | ||||
President and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Richard M. Bracken
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | May 2, 2011 | ||
/s/ R. Milton Johnson
|
President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | May 2, 2011 | ||
/s/ Christopher J. Birosak
|
Director | May 2, 2011 | ||
/s/ John P. Connaughton
|
Director | May 2, 2011 | ||
/s/ James D. Forbes
|
Director | May 2, 2011 | ||
/s/ Kenneth W. Freeman
|
Director | May 2, 2011 |
Signature | Title | Date | ||
/s/ Thomas F. Frist III
|
Director | May 2, 2011 | ||
/s/ William R. Frist
|
Director | May 2, 2011 | ||
/s/ Christopher R. Gordon
|
Director | May 2, 2011 | ||
/s/ Jay O. Light
|
Director | May 2, 2011 | ||
/s/ Geoffrey G. Meyers
|
Director | May 2, 2011 | ||
/s/ Michael W. Michelson
|
Director | May 2, 2011 | ||
/s/ James C. Momtazee
|
Director | May 2, 2011 | ||
/s/ Stephen G. Pagliuca
|
Director | May 2, 2011 | ||
/s/ Nathan C. Thorne
|
Director | May 2, 2011 |
4.1 | Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). | |
4.2 | Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). | |
4.3 | HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Registrants Registration Statement on Form S-3 (file number 33-52379) filed with the SEC on February 23, 1994, and incorporated herein by reference). | |
4.4 | HCA Inc. 2000 Equity Incentive Plan (filed as Exhibit A to the Companys Proxy Statement for the Annual Meeting of Stockholders on May 25, 2000, and incorporated herein by reference). | |
4.5 | HCA 2005 Equity Incentive Plan (filed as Exhibit B to the Companys Proxy Statement for the Annual Meeting of Shareholders on May 26, 2005, and incorporated herein by reference). | |
4.6 | Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 4.1 to the Registrants Amendment No. 2 to Registration Statement on Form S-1 (file number 333-171369) filed with the SEC on March 9, 2011, and incorporated herein by reference). | |
5.1 | Opinion of Bass, Berry & Sims PLC. | |
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature pages hereof). |
Re: | Registration Statement on Form S-8 |
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