AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2000
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893191
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Offices) (Zip Code)
COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
COMMUNITY HEALTH SYSTEMS, INC. 2000 STOCK OPTION AND AWARD PLAN
(Full title of the plans)
RACHEL A. SEIFERT
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(615) 373-9600
(Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share (the
"Common Stock") 1,000,000 shares $19.38(2) $19,380,000 $5,117
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Common Stock 792,791 shares $19.38(2) $15,364,290 $4,056
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Common Stock 3,770,000 shares $13.00(3) $49,010,000 $12,939
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Total 5,562,791 shares -- $83,754,290 $22,112
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<FN>
(1) Includes an indeterminate number of shares of Common Stock that may be
issued in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 of the Securities Act of
1933, as amended (the "Securities Act"). This Registration Statement
registers the following number of shares of Common Stock that may be
issued under each of the following plans: 4,562,791 pursuant to the
Community Health Systems, Inc. 2000 Stock Option and Award Plan; and
1,000,000 pursuant to the Community Health Systems, Inc. 401(k) Plan.
In addition, pursuant to Rule 416(c) of the Securities Act, this
Registration Statement also covers an indeterminate amount of
interests that may be issued pursuant to the Community Health Systems,
Inc. 401(k) Plan described herein.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act based upon the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on August 28, 2000.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act.
</FN>
</TABLE>
EXPLANATORY NOTE
On April 25, 2000, we adopted the Community Health Systems, Inc. 2000
Stock Option and Award Plan (the "Option Plan") pursuant to which a maximum
of 4,562,791 shares of Common Stock may be issued. In addition, effective
as of September 1, 2000, the Common Stock is an investment alternative
under the Community Health Systems, Inc. 401(k) Plan (the "401(k) Plan").
The purpose of this Registration Statement on Form S-8 is to register
4,562,791 shares of Common Stock that may be issued under the Option Plan
and 1,000,000 shares of Common Stock that may be issued under the 401(k)
Plan. This Registration Statement also registers an indeterminate amount of
interests that may be issued pursuant to the provisions of the 401(k) Plan.
PART I
Holders of awards granted under the Option Plan and participants in
the 401(k) Plan will be provided with the documents containing information
specified by Part I of this Registration Statement in accordance with Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act. These documents constitute, along with the
documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II, a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms or access our SEC filings on the SEC's web
site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
termination of the offerings registered on this Registration Statement:
o Our prospectus filed with the SEC on June 9, 2000 pursuant to
Rule 424(b) of the Securities Act in connection with our
Registration Statement on Form S-1 (File No. 333-31790),
originally filed by us under the Securities Act on March 6, 2000,
as amended, which prospectus includes our audited financial
statements for the fiscal year ended December 31, 1999 and which
describes the terms of the Common Stock;
o Our Registration Statement on Form 8-A filed with the SEC on June
5, 2000, which describes the terms of the Common Stock; and
o Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000 filed with the SEC on August 11, 2000.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver
& Jacobson (a partnership including professional corporations).
Item 6. Indemnification of Directors and Officers
Our Certificate of Incorporation limits the liability of our directors
to us and our stockholders to the fullest extent permitted by Delaware law
for monetary damages for breach of fiduciary duty as a director, except for
liability:
o for any breach of the director's duty of loyalty to us or our
stockholders;
o for acts or omissions which are not in good faith or which
involve intentional misconduct or knowing violation of the law;
o under Section 174 of the Delaware General Corporation Law, which
concerns unlawful payment of dividends, stock purchases, or
redemption; and
o for any transaction from which the director shall have derived an
improper personal benefit.
In addition, our Certificate of Incorporation and By-Laws provide that
our directors and officers will be indemnified to the fullest extent
permitted by Delaware law. This indemnification is not exclusive of any
other rights that our directors and officers may be entitled to.
We have entered into indemnification agreements with our directors and
executive officers. These agreements contain provisions that may require
us, among other things, to indemnify these directors and executive officers
against certain liabilities that may arise because of their status or
service as directors or executive officers, advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified and obtain directors' and officers' liability insurance.
Beyond this, we maintain our directors' and officers' liability
insurance to provide our directors and officers with insurance coverage for
losses arising from claims for breaches of duty, negligence, error and
other wrongful acts.
Section 145 of the Delaware General Corporation Law provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that
they were or are directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceedings. The Delaware General
Corporation Law also provides that Delaware corporations may purchase
insurance on behalf of any director, officer, employee or agent.
Our Option Plan provides that no member of the committee administering
the Option Plan is liable for any action, failure to act, determination or
interpretation made in good faith with respect to the Option Plan or any
transaction under it. Accordingly, we have agreed to indemnify the
committee members for all costs and expenses and, to the extent permissible
by applicable law, any liability incurred in connection with defending
against, responding to, negotiating for settlement of or otherwise dealing
with any claim, cause of action or dispute of any kind arising in
connection with any actions in administering the Option Plan or in
authorizing or denying authorization to any transaction under it.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1** Our Restated Certificate of Incorporation filed as
Exhibit 3.1 to our Form 10-Q for the quarterly period
ended June 30, 2000.
4.2** Our Restated By-Laws filed as Exhibit 3.2 to our Form
10-Q for the quarterly period ended June 30, 2000.
4.3* Community Health Systems, Inc. 401(k) Plan.
4.4* Community Health Systems, Inc. 2000 Stock Option and
Award Plan.
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson as
to the legality of securities offered under the
Community Health Systems, Inc. 401(k) Plan and the
Community Health Systems, Inc. 2000 Stock Option and
Award Plan.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5).
24 Power of Attorney (included in the signature pages of
this Registration Statement).
--------------------------
* Filed herewith.
** Incorporated by reference.
Item 9. Undertakings
(a) We hereby undertake:
(1) To submit the 401(k) Plan and any amendment thereto to the
Internal Revenue Service (the "IRS") in a timely manner and
make all changes required by the IRS in order to qualify the
401(k) Plan.
(2) 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;
(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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports we filed under Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(3) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) 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) We undertake that, for the purpose of determining any liability
under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those
securities at that time will be deemed to be the initial bona fide
offering.
(c) To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers and
controlling persons in accordance with the provisions described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the opinion of the SEC, indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action,
suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the
City of Brentwood, State of Tennessee, on August 31, 2000.
COMMUNITY HEALTH SYSTEMS, INC.
/s/ Wayne T. Smith
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By: Wayne T. Smith
Title: President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne T. Smith, as his or her true
and lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent 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 in order to effectuate the same, as fully
to all intents and purposes as he or she might or could do in person, and
hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer and
/s/ Wayne T. Smith Director (principal executive officer) August 31, 2000
-------------------------
Wayne T. Smith
Executive Vice President and Chief
/s/ W. Larry Cash Financial Officer (principal financial
------------------------- officer) August 31, 2000
W. Larry Cash
/s/ T. Mark Buford Vice President and Corporate Controller
------------------------- (principal accounting officer) August 31, 2000
T. Mark Buford
/s/ Sheila P. Burke
------------------------- Director August 31, 2000
Sheila P. Burke
/s/ Robert J. Dole
------------------------- Director August 31, 2000
Robert J. Dole
/s/ J. Anthony Forstmann
------------------------- Director August 31, 2000
J. Anthony Forstmann
/s/ Nicholas C. Forstmann
------------------------- Director August 31, 2000
Nicholas C. Forstmann
/s/ Theodore J. Forstmann
------------------------- Director August 31, 2000
Theodore J. Forstmann
/s/ Dale F. Frey
------------------------- Director August 31, 2000
Dale F. Frey
/s/ Sandra J. Horbach
------------------------- Director August 31, 2000
Sandra J. Horbach
/s/ Thomas H. Lister
------------------------- Director August 31, 2000
Thomas H. Lister
/s/ Michael A. Miles
------------------------- Director August 31, 2000
Michael A. Miles
/s/ Samuel A. Nunn
------------------------- Director August 31, 2000
Samuel A. Nunn
Constituting a majority of the Board of Directors.
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act, Community Health
Systems, Inc., which administers the 401(k) Plan, 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 31, 2000.
COMMUNITY HEALTH SYSTEMS, INC.
/s/ Wayne T. Smith
----------------------------------
By: Wayne T. Smith
Title: President and
Chief Executive Officer
<PAGE>
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1** Our Restated Certificate of Incorporation filed as
Exhibit 3.1 to our Form 10-Q for the quarterly period
ended June 30, 2000.
4.2** Our Restated By-Laws filed as Exhibit 3.2 to our Form
10-Q for the quarterly period ended June 30, 2000.
4.3* Community Health Systems, Inc. 401(k) Plan.
4.4* Community Health Systems, Inc. 2000 Stock Option and
Award Plan.
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson as
to the legality of securities offered under the
Community Health Systems, Inc. 401(k) Plan and the
Community Health Systems, Inc. 2000 Stock Option and
Award Plan.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5).
24 Power of Attorney (included in the signature pages of
this Registration Statement).
--------------------------
* Filed herewith.
** Incorporated by reference.
