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As filed with the Securities and Exchange Commission on November 23, 1994
Registration No. 33-_________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 23-2077891
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
</TABLE>
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 768-3300
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
THE UNIVERSAL HEALTH SERVICES, INC.
1994 STOCK COMPENSATION PLAN
(full title of the plan)
___________________
ALAN B. MILLER
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIVERSAL HEALTH SERVICES, INC.
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 768-3300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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___________________
Copies of all communications, including all communications sent to the agent
for service should be sent to:
ANTHONY PANTALEONI, ESQ.
FULBRIGHT & JAWORSKI
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
___________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
____________________________________________________________________________________________________________________
Proposed maximum Proposed maximum
offering price per aggregate offering Amount of
Title of Securities to Amount to be unit price (1) registration fee
be registered registered
____________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Class B Common
Stock, $.01 par
value share........... 50,000 shares (1) $1,315,650 $453.67
____________________________________________________________________________________________________________________
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 50,000, the number of shares registered by this
Registration Statement under the Universal Health Services, Inc. 1994
Stock Compensation Plan by $26.313, the average of the high and low
prices of the Class B Common Stock as reported on the New York Stock
Exchange on November 18, 1994, within five business days prior to
November 23, 1994.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Universal Health Services,
Inc. (the "Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994.
(iii) The Company's Form 8-A dated July 5, 1991.
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been
passed on for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New
York, New York 10103. Members of Fulbright & Jaworski hold less than 1% of the
Common Stock of the Company.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations.
Article VII of the By-laws of the Company contains provisions for the
indemnification of directors, officers and employees within the limitations
permitted by Section 145.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4 -- 1994 Stock Compensation Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
24(a) -- Consent of Arthur Andersen LLP
(b) -- Consent of Fulbright & Jaworski (included in
Exhibit 5)
25 -- Power of Attorney (included in signature
page)
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:
(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 dates 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;
(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;
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provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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 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.
(h) 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 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 of the
registrant 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
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Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 King of Prussia, Pennsylvania on
November 21, 1994.
Universal Health Services, Inc.
By:/s/ Alan B. Miller
----------------------
Alan B. Miller,
Chairman of the Board,
President and CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alan B. Miller and Sidney
Miller as his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or 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, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alan B. Miller Chairman of the Board November 16, 1994
- --------------------------------- President, Chief
(Alan B. Miller) Executive Officer and
Director (Principal
Executive Officer)
/s/ Sidney Miller Secretary and November 16, 1994
- --------------------------------- Director
(Sidney Miller)
/s/ Leonard W. Cronkhite, Jr. Director November 16, 1994
- -----------------------------
(Leonard W. Cronkhite, Jr.)
/s/ Robert H. Hotz Director November 16, 1994
- --------------------------------
(Robert H. Hotz)
/s/ Martin Meyerson Director November 16, 1994
- -------------------------------
(Martin Meyerson)
/s/ Anthony Pantaleoni Director November 16, 1994
- -------------------------------
(Anthony Pantaleoni)
/s/ John H. Herrell Director November 16, 1994
- ---------------------------------
(John H. Herrell)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ----------- -----------
<S> <C>
4 1994 Stock Compensation Plan
5 Opinion of Fulbright & Jaworski L.L.P.
24(a) Consent of Arthur Andersen LLP
(b) Consent of Fulbright & Jaworski (included in
Exhibit 5)
25 Power of Attorney (see signature page)
</TABLE>
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EXHIBIT 4
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THE UNIVERSAL HEALTH SERVICES, INC.
1994 STOCK COMPENSATION PLAN
1. Purpose. The purpose of the Universal Health Services, Inc.
1994 Stock Compensation Plan (the "Plan") is to enable Universal Health
Services, Inc. (the "Company") and its stockholders to secure the benefits of
common stock ownership by key personnel providing services to the Company and
its subsidiaries. The Board of Directors of the Company (the "Board") believes
that the granting of shares under the Plan will foster the Company's ability to
attract, retain and motivate those individuals who will contribute to the
continued profitability and long-term future growth of the Company.
2. Stock Subject to the Plan. The Company may issue and sell a
total of 50,000 shares of its Class B Common Stock, $.01 par value (the "Common
Stock"), pursuant to the Plan as part of or in lieu of compensation payable to
participants under agreements or arrangements with the Company and may be
issued solely in exchange for services performed or for an additional cash
payment, all as determined by the Committee described in Section 3 hereof.
Such shares may be either authorized and unissued or held by the Company in its
treasury.
3. Administration. The Plan will be administered by a committee
(the "Committee") consisting of at least two directors appointed by and serving
at the pleasure of the Board. If a Committee is not so established, the Board
will perform the duties and functions ascribed herein to the Committee. To the
extent required by the applicable provisions of Rule 16(b)-3 under the
Securities Exchange Act of 1934, no member of the Committee shall have received
a grant under the Plan or any other plan within one year before his or her
appointment or such other period as may be prescribed by said Rule. Subject to
the provisions of the Plan, the Committee, acting in its sole and absolute
discretion, will have full power and authority to grant shares under the Plan,
to interpret the provisions of the Plan and agreements made under the Plan, to
supervise the administration of the Plan, and to take such other action as may
be necessary or desirable in order to carry out the provisions of the Plan. A
majority of the members of the Committee will constitute a quorum. The
Committee may act by the vote of a majority of its members present at a meeting
at which there is a quorum or by unanimous written consent. The decision of
the Committee as to any disputed question, including questions of construction,
interpretation and administration, will be final and conclusive on all persons.
The Committee will keep a record of its proceedings and acts and will keep or
cause to be kept such books and records as may be necessary in connection with
the proper administration of the Plan.
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4. Eligibility. Shares may be granted under the Plan to present
or future key employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code"), and to consultants and independent contractors to the
Company or a Subsidiary who are not employees. Shares may not be granted to
officers or directors of the Company or a Subsidiary under this Plan. Subject
to the provisions of the Plan, the Committee may from time to time select the
persons to whom shares will be granted, and will fix the number of shares
covered by each grant and establish the terms and conditions thereof
(including, without limitation, price).
5. Terms and Conditions of Grants. Shares granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Such shares will be subject to the terms and conditions set forth in the
Agreement and such additional terms and conditions not inconsistent with the
Plan as the Committee deems appropriate.
6. Amendment and Termination of the Plan. The Board may amend or
terminate the Plan.
7. No Rights Conferred. Nothing contained herein will be deemed
to give any individual any right to receive a grant under the Plan or to be
retained in the employ or service of the Company or any Subsidiary.
8. Governing Law. The Plan and each grant shall be governed by
the laws of the State of Delaware.
9. Term of the Plan. The Plan shall be effective as of November
16, 1994. The Plan will terminate on November 16, 2004, unless sooner
terminated by the Board.
-2-
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EXHIBIT 5
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(FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD)
November 17, 1994
Universal Health Services, Inc.
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Universal Health Services, Inc. (the "Company"), relating to 50,000 shares
of the Company's Class B Common Stock, $.01 par value per share (the "Shares"),
to be issued under the Company's 1994 Stock Compensation Plan (the "Plan").
As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares pursuant to the Plan and that the Shares being registered pursuant
to the Registration Statement, when issued under the Plan in accordance with
the terms of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Interests of Named Experts and Counsel" set forth in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
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EXHIBIT 24(a)
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Universal Health Services, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 15, 1994, included or incorporated by reference in Universal Health
Services, Inc.'s Form 10-K for the year ended December 31, 1993, and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
November 21, 1994
