-----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, KIPlg1wfOMk6jzj7VAy0LVQHM2whv5SAr1P/61tgoHwKAUd/WSwUcnKVul2TxZf9 JuF/tAkH1yAGSYb0nHSdvg== 0000898430-01-501042.txt : 20010618 0000898430-01-501042.hdr.sgml : 20010618 ACCESSION NUMBER: 0000898430-01-501042 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010615 EFFECTIVENESS DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAVITA INC CENTRAL INDEX KEY: 0000927066 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510354549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63158 FILM NUMBER: 1661861 BUSINESS ADDRESS: STREET 1: 21250 HAWTHORNE BLVD STREET 2: SIE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 BUSINESS PHONE: 3107922600 MAIL ADDRESS: STREET 1: 21250 HAWTHORNE BLVD SUITE 800 STREET 2: 21250 HAWTHORNE BLVD SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC DATE OF NAME CHANGE: 19950524 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE INC DATE OF NAME CHANGE: 19940719 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 15, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------- DAVITA INC. (Former Name: Total Renal Care Holdings, Inc.) (Exact name of registrant as specified in its charter) Delaware 51-0354549 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21250 Hawthorne Boulevard, Suite 800 Torrance, California 90503-5517 (310) 792-2600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------- AMENDED AND RESTATED 1999 EQUITY COMPENSATION PLAN (Full title of the plan) STEVEN J. UDICIOUS Vice President, Secretary and General Counsel DaVita Inc. 21250 Hawthorne Boulevard, Suite 800 Torrance, CA 90503-5517 (310) 792-2600 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Copies to: James W. Loss, Esq. Riordan & McKinzie 600 Anton Boulevard, Suite 1800 Costa Mesa, CA 92626-1924 (714) 433-2900
CALCULATION OF REGISTRATION FEE ================================================================================== Proposed Proposed Title of each class of Amount Maximum Maximum Amount of securities to be to be Offering Price Aggregate Registration registered Registered Per Share/(1)/ Offering Price Fee - ---------------------------------------------------------------------------------- Common Stock 2,750,000 $18.12 $49,830,000 $12,458 ==================================================================================
/(1)/ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based on the average of the high and low sales prices of the Company's Common Stock on June 14, 2001, as reported on the New York Stock Exchange. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. On June 5, 2001, the stockholders of DaVita Inc. (the "Company") approved a proposal to increase the number of shares of common stock reserved for issuance under the Company's Amended and Restated 1999 Equity Compensation Plan by 2,750,000 shares. Pursuant to General Instruction E to Form S-8 regarding the registration of additional securities, the Company hereby incorporates herein by reference the contents of the Registration Statement of the Company on Form S-8 filed with the Securities and Exchange Commission on February 8, 2000, Registration No.333-30734 with respect to the Company's Amended and Restated 1999 Equity Compensation Plan. Item 8. Exhibits. 5.1 Opinion of Steven J. Udicious, General Counsel, DaVita Inc. 23.1 Consent of Steven J. Udicious, General Counsel, DaVita Inc. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 23.3 Consent of PricewaterhouseCoopers LLP, independent accountants. 24.1 Power of Attorney (included on page II-2). 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 Torrance, State of California, on June 14, 2001. DAVITA INC., a Delaware corporation By: /s/ Kent J. Thiry ---------------------------------------- Kent J. Thiry Chairman and Chief Executive Officer We, the undersigned directors and officers of DaVita Inc., do hereby constitute and appoint Kent J. Thiry and Steven J. Udicious our true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for us and in our name, place and stead, in any and all capacities to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended (the "Securities Act") and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto as well as any related registration statement (or amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act, with all exhibits thereto and other documents in connection therewith, and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or either of them, shall do or cause to be done by virtue hereof. 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:
Signature Title Date --------- ----- ---- /s/ Kent J. Thiry Chairman and Chief Executive Officer June 14, 2001 - ------------------------- (Principal Executive Officer) Kent J. Thiry /s/ Richard K. Whitney Chief Financial Officer June 14, 2001 - ------------------------- (Principal Financial Officer) Richard K. Whitney /s/ Gary W. Beil Vice President and Controller June 14, 2001 - ------------------------- (Principal Accounting Officer) Gary W. Beil /s/ Richard B. Fontaine Director June 14, 2001 - ------------------------- Richard B. Fontaine /s/ Peter T. Grauer Director June 14, 2001 - ------------------------- Peter T. Grauer /s/ C. Raymond Larkin Director June 14, 2001 - ------------------------- C. Raymond Larkin /s/ John M. Nehra Director June 14, 2001 - ------------------------- John M. Nehra /s/ Nancy-Ann DeParle Director June 14, 2001 - ----------------------- Nancy-Ann DeParle /s/ William L. Roper Director June 14, 2001 - ----------------------- William L. Roper
II-2 Index To Exhibits Sequentially Numbered Exhibit Description Page Number - ------------ ----------- ----------- 5.1 Opinion of Steven J. Udicious, General Counsel, DaVita Inc. 23.1 Consent of Steven J. Udicious, General Counsel, DaVita Inc. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 23.3 Consent of PricewaterhouseCoopers LLP, independent accountants. 24.1 Powers of Attorney (included on page II-2). EX-5.1 2 dex51.txt OPINION OF STEVEN J. UDICIOUS, GENERAL COUNSEL EXHIBIT 5.1 June 15, 2001 Ladies and Gentlemen: I am the General Counsel of DaVita Inc., a Delaware corporation (the "Company") and the holder of stock and options to purchase stock granted under the Company's employee stock plans which in the aggregate represent less than 1% of the Company's outstanding Common Stock. I am delivering this opinion in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act"), of up to 2,750,000 shares of the Common Stock, $0.001 par value per share (the "Shares"), issuable upon the exercise of options granted under the Company's 1999 Equity Compensation Plan, as amended (the "Plan"). This opinion is delivered in connection with that certain Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the 1933 Act to register the Shares. In rendering the opinion set forth herein, I have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to my satisfaction to be true and correct copies thereof, as I have deemed necessary under the circumstances. Based upon the foregoing and such other examination of law and fact as I have deemed necessary, and in reliance thereon, I am of the opinion that the Shares, when offered, sold and paid for pursuant to the exercise of options granted under the Plan, will be duly authorized, validly issued, fully paid and non- assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement or any amendment thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Steven J. Udicious Steven J. Udicious General Council EX-23.2 3 dex232.txt CONSENT OF KPMG LLP EXHIBIT 23.2 Consent of KPMG LLP, Independent Auditors We consent to the use of our reports dated February 20, 2001, included in the DaVita Inc. annual report on Form 10-K for the year ended December 31, 2000, as amended on Form 10-K/A, incorporated herein by reference in the registration statement on form S-8. /s/ KPMG LLP Seattle, Washington June 15, 2001 EX-23.3 4 dex233.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.3 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 22, 2000, except for the first paragraph of Note 10 as to which the date is July 14, 2000, relating to the consolidated financial statements, which appears in DaVita Inc.'s (formerly Total Renal Care Holdings, Inc.) Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated March 22, 2000, except for the first paragraph of Note 10 as to which the date is July 14, 2000, relating to the Financial Statement Schedule, which appears in such Annual Report on Form 10-K/A (Amendment No. 1). /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Seattle, Washington June 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----