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).