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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2000
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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PROVINCE HEALTHCARE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 62-1710772
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
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PROVINCE HEALTHCARE COMPANY
1997 LONG-TERM EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Howard T. Wall III, Esq.
Province Healthcare Company
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Name and Address of Agent for Service)
(615) 370-1377
(Telephone Number, Including Area Code, of Agent for Service)
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Copies of All Communications to:
L. Hunter Rost, Jr., Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
511 Union Street, Suite 2100
Nashville, Tennessee 37219-1760
(615) 244-6380
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
--------------------------- ------------ ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE 26,300 $ 16.125 $ 424,087.50 $ 111.96
$0.01 PER SHARE (1)
COMMON STOCK, PAR VALUE 96,178 $ 14.25 $ 1,370,536.50 $ 361.82
$0.01 PER SHARE (2)
COMMON STOCK, PAR VALUE 70,656 $ 16.125 $ 1,139,328.00 $ 300.78
$0.01 PER SHARE (3)
COMMON STOCK, PAR VALUE 480,041 $ 20.125 $ 9,660,825.10 $ 2,550.46
$0.01 PER SHARE (4)
COMMON STOCK, PAR VALUE 66,000 $ 21.375 $ 1,410,750.00 $ 372.44
$0.01 PER SHARE (5)
COMMON STOCK, PAR VALUE 537,031 $ 25.875 $13,895,677.00 $ 3,668.46
$0.1 PER SHARE (6)
COMMON STOCK, PAR VALUE 1,123,794 $ 40.094(7) $45,057,396.64 $11,895.15
$0.01 PER SHARE --------- ----------- -------------- ----------
TOTAL 2,400,000 $72,958,600.74 $19.261.07
========= ============== ==========
</TABLE>
(1) Represents 26,300 shares reserved for issuance pursuant to stock options
granted on June 25, 1999.
(2) Represents 96,178 shares reserved for issuance pursuant to stock options
granted on July 14, 1999.
(3) Represents 70,656 shares reserved for issuance pursuant to stock options
granted on October 29, 1999.
(4) Represents 480,041 shares reserved for issuance pursuant to stock options
granted on March 1, 2000.
(5) Represents 66,000 shares reserved for issuance pursuant to stock options
granted on March 14, 2000.
(6) Represents 537,031 shares reserved for issuance pursuant to stock options
granted on May 3, 2000.
(7) Estimated solely for purposes of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, the proposed
maximum offering price per unit is calculated as the average of the high
and low selling prices of the common stock of the registrant, as reported
on the Nasdaq National Market on July 25, 2000.
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EXPLANATORY NOTE
This registration statement relates to and registers an additional
2,400,000 shares of common stock, $.01 par value, of Province Healthcare Company
for issuance under its 1997 Long-Term Equity Incentive Plan, which was amended
to include 1,400,000 additional shares on March 31, 1999 and 1,000,000
additional shares on May 14, 2000. Under general instruction E to Form S-8, the
information contained in the registrant's registration statement on Form S-8,
Registration No. 333-56987, as filed with the Securities and Exchange Commission
on June 16, 1998, is hereby incorporated herein by reference thereto. The
securities registered hereunder are the same class as the securities previously
registered under Registration Statement No. 333-56987.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act of 1933. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the registrant (Reg. Number 0-23639) are incorporated by reference
as of the dates hereof:
- our annual report on Form 10-K for the year ended December 31,
1999;
- our quarterly report on Form 10-Q for the quarter ended March
31, 2000;
- our current report on Form 8-K, dated March 2, 2000;
- our current report on Form 8-K, dated April 4, 2000;
- our current report on Form 8-K, dated May 2, 2000;
- our proxy statement on Schedule 14A relating to the annual
meeting of shareholders held on May 25, 2000; and
- the description of our common stock contained in our company's
registration statement on Form S-3 filed on April 6, 2000.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), 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 of such documents.
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
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 the 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, partnership, joint
venture, trust
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or other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding, if
the 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 unlawful. 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 to process a judgment in
its favor by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other 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 interest, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. To the extent that a
present or former 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 the officer or director has actually and
reasonably incurred.
The registrant's bylaws provide for the indemnification of directors
and officers of the registrant to the fullest extent permitted by Section 145.
In that regard, the bylaws provide that the registrant 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 Company, or is or was serving at the request of the registrant 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 registrant's certificate of incorporation further provides that no
director of the corporation shall be liable to the corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the corporation or its stockholders, except for: (i) any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) willful or negligent unlawful payment of
dividends or unlawful stock purchase or redemption; or (iv) for any transaction
from which the director derived an improper personal benefit.
The registrant has in effect insurance polices covering all of its
directors and officers in certain instances where by law they may not be
indemnified by the registrant.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
5.1 Opinion of Waller Lansden Dortch & Davis, PLLC.(4)
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 Second Amendment to Province Healthcare Company 1997 Long-Term
Equity Incentive Plan, effective March 31, 1999. (3)
10.4 Third Amendment to Province Healthcare Company 1997 Long-Term
Equity Incentive Plan, effective May 14, 2000. (4)
23.1 Consent of Waller Lansden Dortch & Davis, PLLC (included in
the opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.(4)
24.1 Power of Attorney (included on page II-6).
</TABLE>
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(1) Incorporated by reference to our registration statement on Form S-1,
as amended, Registration No. 333-34421.
(2) Incorporated by reference to our proxy statement on Schedule 14A,
dated May 11, 1998, Commission File No. 0-23639.
(3) Incorporated by reference to our proxy statement on Schedule 14A,
dated April 16, 1999, Commission File No. 0-23639.
(4) Filed herewith.
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ITEM 9. UNDERTAKINGS.
(a) 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 to include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement.
(2) 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.
(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.
(b) 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 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.
(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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Brentwood, State of Tennessee, on August 1, 2000.
PROVINCE HEALTHCARE COMPANY.
By: /s/ Richard D. Gore
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Richard D. Gore
Vice Chairman of the Board, Chief
Financial Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin S. Rash and Richard D. Gore, and
each of them, his true and lawful attorney-in-fact, as agent and with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacity, to sign any or 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 attorney-in-fact and agents in 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 they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and 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>
--------------------------------------- Chairman of the Board, President August __, 2000
Martin S. Rash Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard D. Gore
--------------------------------------- Vice Chairman of the Board, August 1, 2000
Richard D. Gore Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Brenda B. Rector
--------------------------------------- Vice President and Controller August 1, 2000
Brenda B. Rector (Principal Accounting Officer)
/s/ Joseph P. Nolan Director August 1, 2000
---------------------------------------
Joseph P. Nolan
Director July __, 2000
---------------------------------------
A. E. Brim
/s/ David L. Steffy Director July 31, 2000
---------------------------------------
David L. Steffy
/s/ Winfield C. Dunn Director August 1, 2000
---------------------------------------
Winfield C. Dunn
</TABLE>
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