<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
PROVINCE HEALTHCARE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 62-1710772
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
(Zip Code)
--------------------
PROVINCE HEALTHCARE COMPANY
EMPLOYEE STOCK PURCHASE PLAN
1997 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Howard T. Wall, III, Esq. Copies to:
Province Healthcare Company L. Hunter Rost, Jr.
105 Westwood Place, Suite 400 Waller Lansden Dortch & Davis,
Brentwood, Tennessee 37027 A Professional Limited Liability Company
(Name and address of agent for service) 2100 Nashville City Center
(615) 370-1377 511 Union Street
(Telephone number, including area code, Nashville, Tennessee 37219
of agent for service)
</TABLE>
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 244,285 $4.58 $1,118,825 $330
$.01 par value (1)
- -----------------------------------------------------------------------------------------------------------------
Common Stock 406,118 $16.00 $6,497,888 $1,917
$.01 par value (2)
- -----------------------------------------------------------------------------------------------------------------
Common Stock 54,000 $26.00 $1,404,000 $414
$.01 par value (3)
- -----------------------------------------------------------------------------------------------------------------
Common Stock 754,613 $23.97 (5) $18,088,074 $5,336
$.01 par value (4)
- -----------------------------------------------------------------------------------------------------------------
Total 1,459,016 $27,108,787 $7,998
=================================================================================================================
</TABLE>
(1) Represents 244,285 shares reserved for issuance pursuant to stock options
granted on March 3, 1997.
(2) Represents 406,118 shares reserved for issuance pursuant to stock options
granted on February 10, 1998.
(3) Represents 54,000 shares reserved for issuance pursuant to stock options
granted on May 7, 1998.
(4) Represents 754,613 shares reserved for issuance pursuant to future grants
of stock options under the Employee Stock Purchase Plan and the 1997
Long-Term Equity Incentive Plan.
(5) Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rules 457(h)(1) and (c) under the Securities Act
of 1933, as amended, and based upon the average of the closing bid and
asked price on June 12, 1998.
<PAGE> 2
REOFFER PROSPECTUS
JUNE 15, 1998
PROVINCE HEALTHCARE COMPANY
1,459,016 SHARES
COMMON STOCK
($.01 PAR VALUE)
This Reoffer Prospectus (the "Prospectus") has been prepared for use by
certain affiliates and employees ("Selling Shareholders") of Province Healthcare
Company (the "Company") in connection with the resale of up to an aggregate of
1,459,016 shares of common stock, par value $.01 per share (the "Common Stock"),
which may be issued to such Selling Shareholders (i) pursuant to the Company's
1997 Long-Term Equity Incentive Plan, as amended (the "Incentive Plan"), or upon
the exercise, subsequent to the date of this Prospectus, of stock options
granted pursuant to the Incentive Plan; and (ii) pursuant to the Company's
Employee Stock Purchase Plan (the "Purchase Plan") or upon the exercise,
subsequent to the date of this Prospectus, of stock options granted pursuant to
the Purchase Plan. See "Selling Shareholders."
This Prospectus may only be used in conjunction with a supplement which
contains the names of the Selling Shareholders and the amount of shares of
Common Stock to be reoffered by them except with respect to sales by
nonaffiliates of no more than the lesser of 1,000 restricted shares or one
percent of the shares issuable under the applicable Plan.
None of the proceeds from the sale of the shares by the Selling
Shareholders will be received by the Company. The Company will bear all expenses
(other than underwriting discounts and selling commissions, and fees and
expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration of the shares being offered by the Selling
Shareholders.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
AVAILABLE INFORMATION..................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE....................................... 3
THE COMPANY............................................................... 5
USE OF PROCEEDS........................................................... 5
SELLING SHAREHOLDERS...................................................... 5
LEGAL MATTERS............................................................. 6
</TABLE>
2
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed a registration statement (the "Registration
Statement") on Form S-8, including any amendments thereto, with the Securities
and Exchange Commission (the "Commission") with respect to the Common Stock.
This Prospectus and any accompanying supplement do not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or other document referred to are not necessarily complete, and in
each instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or as previously filed with
the Commission and incorporated herein by reference. For further information
with respect to the Company and the Common Stock, reference is made to the
Registration Statement, exhibits and schedules. A copy of the Registration
Statement may be inspected by anyone without charge at the Commission's
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of all or any part thereof may be obtained from the Commission
upon payment of certain fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, as well as the following Commission Regional Offices: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, 14th Floor, Chicago, Illinois
60601-2511. Copies can be obtained by mail at prescribed rates. Requests should
be directed to the Commission's Public Reference Section, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
Number 0-23639) pursuant to the Exchange Act are incorporated by reference into
this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's Proxy Statement on Schedule 14A relating to the
Annual Meeting of Shareholders held on June 5, 1998;
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on June 12, 1998;
(e) The Company's Current Report on Form 8-K related to the
acquisition of Havasu Samaritan Regional Hospital filed on May 14, 1998; and
(f) The Company's Current Report on Form 8-K/A Amendment No. 1 related
to the acquisition of Havasu Samaritan Regional Hospital filed on June 15, 1998.
3
<PAGE> 5
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference into this Prospectus. Any statement
contained herein, or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
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 Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS AVAILABLE,
WITHOUT CHARGE, UPON REQUEST FROM HOWARD T. WALL, III, ESQ., PROVINCE HEALTHCARE
COMPANY, 105 WESTWOOD PLACE, SUITE 400, BRENTWOOD, TENNESSEE 37027, (615)
370-1377.
4
<PAGE> 6
THE COMPANY
The Company is an owner and operator of acute care hospitals in
attractive non-urban markets in the United States. The Company currently owns or
leases ten general acute care hospitals in six states with a total of 739
licensed beds. The Company also provides management services to 50 primarily
non-urban hospitals in 19 states with a total of 3,422 licensed beds. The
Company is incorporated under the laws of the State of Delaware. The principal
executive offices of the Company are located at 105 Westwood Place, Suite 400,
Brentwood, Tennessee 37027, and its telephone number is (615) 370-1377.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of
the Company's Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The issuance of shares of Common Stock (i) pursuant to the Incentive
Plan or upon the exercise, subsequent to the date of this Prospectus, of stock
options granted pursuant to the Incentive Plan; and (ii) pursuant to the
Purchase Plan or upon the exercise, subsequent to the date of this Prospectus,
of stock options granted pursuant to the Purchase Plan has been registered under
the Securities Act of 1933 (the "Securities Act") by a Registration Statement on
Form S-8. This Prospectus is to be used in connection with any resales by
persons who may be considered "affiliates" of the Company within the meaning of
the Securities Act of the Company's Common Stock acquired pursuant to the Plans
after the date of the Registration Statement and other persons who, although not
affiliates, may hold restricted securities previously issued through an employee
benefit plan.
At the date of this Prospectus, the Company does not know the names of
persons who intend to resell shares of Common Stock of the Company acquired
pursuant to the Plans. The Selling Shareholders will be either (a) employees or
executive officers of the Company or its subsidiaries who have been or may be
granted options to purchase the Company's Common Stock under the Incentive Plan
or (b) employees of the Company who may be granted options to purchase shares of
the Company's Common Stock under the Purchase Plan. The Company will supplement
this Prospectus with the names of the Selling Shareholders and the amount of
shares of Common Stock to be reoffered by them as that information becomes
known, unless such Selling Shareholders are not "affiliates" of the Company
within the meaning of the Securities Act and are selling no more than the lesser
of 1,000 shares or one percent of the shares issuable under the applicable Plan.
Until such time as the Company satisfies the registrant requirements for use of
Form S-3, the number of shares of Common Stock to be reoffered or resold by
means of this Prospectus and any accompanying supplement by any Selling
Shareholder shall not exceed, during any three month period, the amount
specified in Rule 144(e) under the Securities Act.
The shares may be offered by the Selling Shareholders from time to time
in transactions on the Nasdaq National Market, in negotiated transactions,
through the writing of options on the shares, or a combination of such methods
of sale, at prices related to prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares for
5
<PAGE> 7
which such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
LEGAL MATTERS
The validity of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Waller Lansden Dortch & Davis, PLLC,
Nashville, Tennessee.
-------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
6
<PAGE> 8
PROVINCE HEALTHCARE COMPANY
COMMON STOCK
I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference into the Section 10(a) prospectus, and are
available, without charge upon written or oral request to Howard T. Wall III,
Esq., Province Healthcare Company, 105 Westwood Place, Suite 400, Brentwood,
Tennessee 37027, (615) 370-1377. Information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428(b) under the Securities Act and the Note to Part I of
Form S-8.
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company (File
Number 0-23639) pursuant to the Exchange Act are incorporated by reference into
this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's Proxy Statement on Schedule 14A relating to the
Annual Meeting of Shareholders held on June 5, 1998;
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on June 12, 1998;
(e) The Company's Current Report on Form 8-K related to the acquisition
of Havasu Samaritan Regional Hospital filed on May 14, 1998; and
(f) The Company's Current Report on Form 8-K/A Amendment No. 1 related
to the acquisition of Havasu Samaritan Regional Hospital filed on June 15, 1998.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
II-1
<PAGE> 9
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which is also incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that a Delaware corporation may indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Company's Certificate of Incorporation provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145.
In that regard, the Certificate of Incorporation provides that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (other than action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the
II-2
<PAGE> 10
Company, or is or was serving at the request of the Company as a director,
officer or member of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
such corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification in
connection with an action or suit by or in the right of such corporation to
procure a judgment in its favor is limited to payment of expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such an action or suit except that no such indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the indemnifying corporation unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine that, despite the adjudication of liability but in
consideration of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
The Company has in effect insurance policies covering all of the
Company's directors and officers in certain instances where by law they may not
be indemnified by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Province
Healthcare Company.(1)
3.2. Amended and Restated Bylaws of Province Healthcare Company.(1)
5.1 Opinion of Waller Lansden Dortch & Davis, PLLC.
21.1 Subsidiaries of Registrant.(3)
23.1. Consent of Waller Lansden Dortch & Davis (included in the opinion filed
as Exhibit 5.1).
23.2. Consent of Ernst & Young LLP.
23.3. Consent of KPMG Peat Marwick LLP.
24.1. Power of Attorney (included on page II-6).
10.1. Principal Hospital Company 1997 Long-Term Equity Incentive Plan. (1)
10.2. Amendment to Principal Hospital Company 1997 Long-Term Equity Incentive
Plan, effective March 24, 1998. (2)
10.3. Province Healthcare Company Employee Stock Purchase Plan, effective
March 24, 1998. (2)
</TABLE>
- --------------------------
II-3
<PAGE> 11
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, Registration No. 333-34421.
(2) Incorporated by reference to the Company's Proxy Statement on Schedule 14A
dated May 11, 1998, Commission File No. 0-23639.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-1, Registration No. 333-56663.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes 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.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change of such information in the Registration Statement.
Provided, however, that paragraphs 1(i) and 1(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purposes 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.
II-4
<PAGE> 12
(3) 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.
(c) 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.
II-5
<PAGE> 13
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
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 Brentwood, State of Tennessee, on June 16, 1998.
PROVINCE HEALTHCARE COMPANY
BY: /s/ Richard D. Gore
----------------------------------------
Richard D. Gore, Executive Vice
President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin S. Rash and Richard D. Gore, and
both or either of them, as 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 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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and 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 each of
their 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Martin S. Rash Chairman of the Board, President, June 16, 1998
- --------------------------- Chief Executive Officer and Director
Martin S. Rash (Principal Executive Officer)
/s/ Richard D. Gore Executive Vice President and June 16, 1998
- -------------------------- Chief Financial Officer
Richard D. Gore (Principal Financial Officer)
/s/ Brenda B. Rector Vice President and Controller June 16, 1998
- -------------------------- (Principal Accounting Officer)
Brenda B. Rector
/s/ Bruce V. Rauner Director June 16, 1998
- --------------------------
Bruce V. Rauner
/s/ Joseph P. Nolan Director June 16, 1998
- --------------------------
Joseph P. Nolan
/s/ A. E. Brim Director June 16, 1998
- ----------------------------
A. E. Brim
/s/ Michael T. Willis Director June 16, 1998
- --------------------------
Michael T. Willis
/s/ David L. Steffy Director June 16, 1998
- ----------------------------
David L. Steffy
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
June 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Province Healthcare Company
Registration Statement on Form S-8
Ladies and Gentlemen:
In our capacity as counsel to Province Healthcare Company, a Delaware
corporation (the "Company"), we have examined the Registration Statement on Form
S-8 (the "Registration Statement") in form as proposed to be filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of 1,459,016 shares of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock"), pursuant to the terms of the Principal
Hospital Company 1997 Long-Term Equity Incentive Plan, as amended, and the
Province Healthcare Company Employee Stock Purchase Plan (collectively, the
"Plans"). In this regard, we have examined and relied upon such records,
documents and other instruments as in our judgment are necessary or appropriate
in order to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the 1,459,016
shares of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plans and in the manner and on the terms
described in the Plans, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Reoffer Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan and the 1997
Long-Term Equity Incentive Plan of Province Healthcare Company of our reports
dated (i) April 30, 1997, except for the second paragraph of Note 10, as to
which the date is February 4, 1998, with respect to the consolidated financial
statements of Brim, Inc., and March 23, 1998, with respect to the consolidated
financial statements and schedule of Province Healthcare Company, both included
in its Annual Report (Form 10-K) for the year ended December 31, 1997, and (ii)
May 5, 1998, with respect to the financial statements of Havasu Samaritan
Regional Hospital included in Form 8-K/A dated June 15, 1998, both filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Nashville, Tennessee
June 12, 1998
<PAGE> 1
[KPMG PEAT MARWICK LLP LETTERHEAD]
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Province Healthcare Company
(formerly known as Brim, Inc. until January 16,
1997 and as Principal Hospital Company from
January 16, 1997 until February 4, 1998):
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Province Healthcare Company of our report on the consolidated
statements of income and cash flows of Province Healthcare Company (formerly
Brim, Inc.) for the year ended December 31, 1995, which report appears in the
December 31, 1997 annual report on Form 10-K of Province Healthcare Company.
KPMG Peat Marwick LLP
Portland, Oregon
June 12, 1998
