<PAGE>
As filed with the Securities and Exchange Commission on October ____, 1996
Registration No.
- --------------------------------------------------------------------------------
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)
DELAWARE 23-2077891
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
P.O. BOX 61558
KING OF PRUSSIA, PENNSYLVANIA 19406-0958
(610) 768-3300
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
THE UNIVERSAL HEALTH SERVICES, INC.
1992 STOCK OPTION PLAN, AS AMENDED
(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
P.O. BOX 61558
KING OF PRUSSIA, PENNSYLVANIA 19406-0958
(610) 768-3300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
-------------------
<PAGE>
Copies of all communications, including all communications sent to the agent for
service should be sent to:
ANTHONY PANTALEONI, ESQ.
FULBRIGHT & JAWORSKI L.LP.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Proposed Proposed maximum
maximum aggregate offering Amount of
Title of Securities to Amount to offering price price (1) registration fee
be registered be per unit
registered
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common
Stock, $.01 par
value per share....... 1,000,000 shares (1) $20,782,187.50 $7,167.00
- --------------------------------------------------------------------------------------------------------
</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 sum of (i) the aggregate exercise price
($10,203,437.50) of the 610,000 options for which the exercise price has
been established and (ii) the product resulting from multiplying 390,000,
the number of shares issuable upon exercising options for which the
exercise price is not known, registered by this Registration Statement
under the Universal Health Services, Inc. 1992 Stock Option Plan, as
Amended, by $27.125, the average of the high and low prices of the Class
B Common Stock as reported on the New York Stock Exchange on September
30, 1996, within five business days prior to October 4, 1996.
<PAGE>
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, 1995.
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(iii) The Company's Form 8-A dated July 5, 1991.
(iv) The Company's Prospectus, filed pursuant to 424(b) relating to
its Registration Statement on Form S-3, Registration No. 333-
04445, declared effective June 20, 1996.
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.
<PAGE>
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. The Company carries director and officer liability insurance which
indemnifies directors and officers of the Company with respect to certain
matters for which they perform duties in the course of business.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- 1992 Stock Option Plan, as Amended
4.2 -- Stock Option Agreement
5 -- Opinion of Fulbright & Jaworski L.L.C.
23(a) -- Consent of Arthur Andersen LLP
(b) -- Consent of Fulbright & Jaworski (included in Exhibit 5)
(c) -- Consent of Ernst & Young, LLP
(d) -- Consent of Clifton, Gunderson P.L.L.C.
(e) -- Consent of KPMG Peat Marwick LLP
24 -- 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
<PAGE>
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
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) ((S) 230.424(b) of this chapter) 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 to such information in the
registration statement; 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
<PAGE>
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 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
October 4, 1996.
Universal Health Services, Inc.
By: /s/ Alan B. Miller
---------------------------
(Alan B. Miller, President)
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.
<PAGE>
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
October 4, 1996.
Universal Health Services, Inc.
By:______________________________
Alan B. Miller, President
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.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alan B. Miller Chairman of the Board October 4, 1996
- ------------------------------ President, Chief
(Alan B. Miller) Executive Officer and
Director (Principal
Executive Officer)
/s/ Sidney Miller Secretary and October 4, 1996
- ------------------------------ Director
(Sidney Miller)
/s/ Robert H. Hotz Director October 4, 1996
- -----------------------------
(Robert H. Hotz)
/s/ Martin Meyerson Director October 4, 1996
- ------------------------------
(Martin Meyerson)
/s/ Anthony Pantaleoni Director October 4, 1996
- ------------------------------
(Anthony Pantaleoni)
/s/ John H. Herrell Director October 4, 1996
- ------------------------------
(John H. Herrell)
/s/ Paul R. Verkuil Director October 4, 1996
- -----------------------------
(Paul R. Verkuil)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.1 1992 Stock Option Plan, as Amended
4.2 Stock Option Agreement
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Fulbright & Jaworski (included in Exhibit 5)
(c) Consent of Ernst & Young, LLP
(d) Consent of Clifton, Gunderson P.L.L.C.
(e) Consent of KPMG Peat Marwick LLP
24 Power of Attorney (see signature page)
</TABLE>
<PAGE>
EXHIBIT 4.1
UNIVERSAL HEALTH SERVICES, INC.
1992 STOCK OPTION PLAN, AS AMENDED
----------------------------------
1. Purpose. The purpose of the Universal Health Services, Inc. 1992
-------
Stock Option 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 of the Company and its subsidiaries. The Board of Directors of
the Company (the "Board") believes that the granting of options under the Plan
will foster the Company's ability to attract, retain and motivate those
individuals who will be largely responsible for 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 1,500,000 shares of its Class B Common Stock, $.01 par value (the "Common
Stock"), pursuant to the Plan. Such shares may be either authorized and
unissued or held by the Company in its treasury. New options may be granted
under the Plan with respect to shares of Common Stock which are covered by the
unexercised portion of an option which has terminated or expired by its terms,
by cancellation or otherwise.
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 an option
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 options under the Plan,
to interpret the provisions of the Plan and option 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
caused to be kept such books and records as may be necessary in connection with
the proper administration of the Plan.
4. Eligibility. Options 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 to the Company or a Subsidiary who are
not employees. Options may not be granted to directors of the Company or a
<PAGE>
Subsidiary who are not also employees of or consultants to the Company and/or a
Subsidiary. Subject to the provisions of the Plan, the Committee may from time
to time select the persons to whom options will be granted, and will fix the
number of shares covered by each such option and establish the terms and
conditions thereof (including, without limitation, exercise price and
restrictions on exercisability of the option or on the shares of Common Stock
issued upon exercise thereof). Notwithstanding anything to the contrary
contained herein no person may receive grants of options to purchase more than
200,000 shares in any one calendar year.
5. Terms and Conditions of Options. Each option granted under the
-------------------------------
Plan will be evidenced by a written agreement in a form approved by the
Committee. Each such option will be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Committee deems appropriate.
(a) Option Period. The period during which an option may be exercised will
-------------
be fixed by the Committee and will not exceed 10 years from the date the
option is granted.
(b) Exercise of Options. An option may be exercised by transmitting to
-------------------
the Company (1) a written notice specifying the number of shares to be
purchased, and (2) payment of the exercise price (or, if applicable,
delivery of a secured obligation therefor), together with the amount, if
any, deemed necessary by the Committee to enable the Company to satisfy its
income tax withholding obligations with respect to such exercise (unless
other arrangements acceptable to the Company are made with respect to the
satisfaction of such withholding obligations).
(c) Payment of Exercise Price. The purchase price of shares of Common
-------------------------
Stock acquired pursuant to the exercise of an option granted under the Plan
may be paid in cash and/or such other form of payment as may be permitted
under the option agreement, including, without limitation, previously-owned
shares of Common Stock. The Committee may permit the payment of all or a
portion of the purchase price in installments (together with interest) over
a period of not more than 5 years.
(d) Rights as a Stockholder. No shares of Common Stock will be issued in
-----------------------
respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for where all or a portion
of the purchase price is being paid in installments). The holder of an
option will have no rights as a stockholder with respect to any shares
covered by an option until the date a stock certificate for such shares is
issued to him or her. Except as otherwise provided herein, no adjustments
shall be made for dividends or distributions of other rights for which the
record date is prior to the date such stock certificate is issued.
(e) Nontransferability of Options. No option granted under the Plan may be
-----------------------------
assigned or transferred except by will or by the applicable laws of descent
and distribution; and each such option may be exercised during the
optionee's lifetime only by the optionee.
2
<PAGE>
(f) Termination of Employment or Other Service. Unless otherwise provided
------------------------------------------
by the Committee in its sole discretion, if an optionee ceases to be
employed by or to perform services for the Company and any Subsidiary for
any reason other than death or disability (defined below), then each
outstanding option granted to him or her under the Plan will terminate on
the date of termination of employment or service (or, if earlier, the date
specified in the option agreement). Unless otherwise provided by the
Committee in its sole discretion, if an optionee's employment or service is
terminated by reason of the optionee's death or disability (or if the
optionee's employment or service is terminated by reason of his or her
disability and the optionee dies within one year after such termination of
employment or service), then each outstanding option granted to the
optionee under the Plan will terminate on the date one year after the date
of such termination of employment or service (or one year after the later
death of a disabled optionee) or, if earlier, the date specified in the
option agreement. For purposes hereof, the term "disability" means the
inability of an optionee to perform the customary duties of his or her
employment or other service for the Company or a Subsidiary by reason of a
physical or mental incapacity which is expected to result in death or be of
indefinite duration.
(g) Other Provisions. The Committee may impose such other conditions with
----------------
respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws,
as it may deem necessary or advisable.
6. Capital Changes, Reorganization, Sale.
-------------------------------------
(a) Adjustments Upon Changes in Capitalization. The aggregate number and
------------------------------------------
class of shares for which options may be granted under the Plan, the
maximum number of shares for which options may be granted to any person in
any one calendar year, the number and class of shares covered by each
outstanding option and the exercise price per share shall all be adjusted
proportionately for any increase or decrease in the number of issued shares
of Common Stock resulting from a split-up or consolidation of shares or any
like capital adjustment, or the payment of any stock dividend.
(b) Cash, Stock or Other Property for Stock. Except as provided in
---------------------------------------
subparagraph (c) below, upon a merger (other than a merger of the Company
in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company) or liquidation of the
Company, as a result of which the Stockholders of the Company receive cash,
stock or other property in exchange for or in connection with their shares
of Common Stock, any option granted hereunder shall terminate, but the
optionee shall have the right immediately prior to any such merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation to exercise his or her option in whole or in part to the
extent permitted by the option agreement,
3
<PAGE>
and, if the Committee in its sole discretion shall determine, may exercise
the option whether or not the vesting requirements set forth in the option
agreement have been satisfied.
(c) Conversion of Options on Stock for Stock Exchange. If the Stockholders
-------------------------------------------------
of the Company receive capital stock of another corporation ("Exchange
Stock") in exchange for their shares of Common Stock in any transaction
involving a merger (other than a merger of the Company in which the holders
of Common Stock immediately prior to the merger have the same proportionate
ownership of Common Stock in the surviving corporation immediately after
the merger), consolidation, acquisition of property or stock, separation or
reorganization (other than a mere reincorporation or the creation of a
holding company), all options granted hereunder shall be converted into
options to purchase shares of Exchange Stock unless the Company and the
corporation issuing the Exchange Stock, in their sole discretion, determine
that any or all such options granted hereunder shall not be converted into
options to purchase shares of Exchange Stock but instead shall terminate in
accordance with the provisions of subparagraph (b) above. The amount and
price of converted options shall be determined by adjusting the amount and
price of the options granted hereunder in the same proportion as used for
determining the number of shares of Exchange Stock the holders of the
Common Stock receive in such merger, consolidation, acquisition of property
or stock, separation or reorganization. The Board shall determine in its
sole discretion if the converted options shall be fully vested whether or
not the vesting requirements set forth in the option agreement have been
satisfied.
(d) Fractional Shares. In the event of any adjustment in the number of
-----------------
shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded and
each such option will cover only the number of full shares resulting from
the adjustment.
(e) Determination of Board to be Final. All adjustments under this
----------------------------------
paragraph 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
7. Amendment and Termination of the Plan. The Board may amend or
-------------------------------------
terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, any amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan,
materially increase the benefits under the Plan, or modify the class of persons
eligible to receive options under the Plan shall be subject to the approval of
the Stockholders of the Company. No amendment or termination may affect
adversely any outstanding option without the written consent of the optionee.
8. No Rights Conferred. Nothing contained herein will be deemed to give
-------------------
any individual any right to receive an option under the Plan or to be retained
in the employ or service of the Company or any Subsidiary.
4
<PAGE>
9. Governing Law. The Plan and each option agreement shall be governed
-------------
by the laws of the State of Delaware.
10. Term of the Plan. The Plan shall be effective as of July 15, 1992,
----------------
the date on which it was adopted by the Board, subject to the approval of the
stockholders of the Company at the next Annual Meeting of Stockholders. The
Plan will terminate on July 15, 2002, unless sooner terminated by the Board.
The rights of optionees under options outstanding at the time of the termination
of the Plan shall not be affected solely by reason of the termination and shall
continue in accordance with the terms of the option (as then in effect or
thereafter amended).
5
<PAGE>
EXHIBIT 4.2
UNIVERSAL HEALTH SERVICES, INC.
-------------------------------
STOCK OPTION AGREEMENT
----------------------
OPTION AGREEMENT made as of this _____ day of ____________, 199_, between
Universal Health Services, Inc., a Delaware Corporation (the "Company"), and
NAME, an employee of the Company or of a subsidiary of the Company (the
- ----
"Optionee"), residing at ADDRESS.
-------
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase shares of its Class B Common Stock par value $.01 per share (the
"Stock"), as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee an option
----------------
(the "Option") to purchase all or any part of an aggregate of ______ shares of
Stock (such number being subject to adjustment as provided in Paragraph 9
hereof) on the terms and conditions hereinafter set forth.
2. Purchase Price. The purchase price of the shares of Stock covered by
---------------
the Option shall be $_______ per share, which is not less than one hundred
percent (100%) of the fair market value of a share of Stock on the date this
option was granted. Payment shall be made in the manner prescribed in Paragraph
10 hereof.
<PAGE>
3. Term of Option. The term of the Option shall be for a period of five
---------------
years from the date hereof, subject to earlier termination as provided in
Paragraphs 5, 7 and 8 hereof.
Except as provided in Paragraphs 5, 7 and 8 hereof, the Option may not be
exercised at any time unless the Optionee shall then be and shall have been, at
all times from date of grant of the Option, an employee of the Company or of a
subsidiary of the Company. The holder of the Option shall not have any of the
rights of a stockholder of the Company with respect to the shares covered by the
Option until one or more certificates for such shares shall have been issued to
him upon the due exercise of the Option.
The Option shall be exercisable by the Optionee as follows: after the
Option has been outstanding for one year (from the date of grant), the Optionee
may purchase 25 percent (25%) of the total shares subject to the Option; after
the Option has been outstanding for two years, the Optionee may purchase up to
50 percent (50%) of the total shares subject to the Option; after the Option has
been outstanding for three years, the Optionee may purchase up to 75 percent
(75%) of the total shares subject to the Option; and after the Option has been
outstanding for four years, the Optionee may exercise the Option as to any or
all of the shares subject thereto.
4. Nontransferability. The Option shall not be transferable otherwise than
-------------------
by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee only by him, more particularly
(but without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law, and shall
-2-
<PAGE>
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution, attachment, or
similar process upon the Option, shall be null and void and without effect.
5. Employment. The granting of the Option is in consideration of the
-----------
Optionee's continuing employment by the Company; however, nothing in this Option
shall confer upon the Optionee the right to continue in the employment of the
Company or affect the right of the Company to terminate the Optionee's
employment at any time in the Company's sole discretion, with or without cause.
In the event that the Optionee shall cease to be employed for any reason
other than death, retirement with consent of the Company or disability (as
determined by the Committee in its sole discretion), the Option shall terminate
on the date his employment terminates. If the Optionee is disabled (as
determined by the Committee in its sole discretion), the Option shall terminate
one (1) year after the date of disability. If the Optionee retires with the
consent of the Company, the Option shall terminate three (3) months after the
date of retirement.
6. Investment Representation. The Optionee shall make the following
--------------------------
representations and warranties upon the exercise of the Option; provided that
such representations and warranties shall not be required if, in the opinion of
counsel to the Company, the issuance of such shares of Stock (the "Shares") is
pursuant to an applicable effective registration statement under the Securities
Act of 1933 (the "Act"):
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<PAGE>
a. The Shares are being acquired by the undersigned for his personal
account for investment purposes only, not for the benefit of any
other person and not with a view to, or in connection with, any
proposed offering, distribution, resale or disposition of the
Shares, or any part thereof.
b. He has no present intention of selling or otherwise disposing of
all or any part of the Shares, that his economic circumstances are
such that he can assume all risks of the investment in the Shares
and that he does not now anticipate any need to sell the Shares in
order to utilize the proceeds therefrom.
c. He is a sophisticated investor having full access to all
information and records pertaining to the Company, is
knowledgeable with respect to and has experience in financial
matters, has made such independent investigations into the Company
as he deems necessary, is thoroughly familiar with the financial
condition and business of the Company and is not relying on any
representations or warranties of the Company or its
representatives in connection with the acquisition of the Shares.
d. Before any disposition is made of the Shares, or any part thereof,
by sale, gift, pledge or otherwise, the undersigned will deliver
to the Company written notice describing briefly the manner of
such proposed disposition. No such disposition shall be made
unless and until (i) the undersigned shall have furnished to the
Company an opinion of counsel in form and substance satisfactory
to the Company and its counsel to the effect that such proposed
disposition does not require registration pursuant to the Act, and
the Company shall have advised the undersigned in writing that
such opinion of counsel is satisfactory to the Company and its
counsel, or (ii) an appropriate registration statement with
respect to the Shares shall have been declared effective by the
Securities and Exchange Commission (the "Commission").
e. He has been informed that the Shares are not registered under the
Act and that the Shares must be held by the undersigned
indefinitely unless they are subsequently registered under the Act
or unless an exemption from such registration is available.
f. He understands that, if Rule 144 under the Act ("Rule 144") is
available with regard to the Shares at any time, any sales
-4-
<PAGE>
pursuant to Rule 144 can only be made in full compliance with all
of the provisions of Rule 144.
g. He agrees that the certificate(s) representing the Shares shall
bear a restrictive legend on the face or reverse side thereof,
which shall read substantially as follows:
The Shares evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), and must
be held indefinitely unless they are transferred or sold or
offered for sale pursuant to an effective registration statement
under the Act, or after receipt of an opinion of counsel
satisfactory to the Company that such registration is not
required.
h. He understands that the transfer agent for the common stock of the
Company has been, or will be, directed to place a stop-transfer
order against the transfer of the Shares on the records of the
Company, and the undersigned agrees that no removal of the stop-
transfer order referred to herein, and no offer, sale or other
disposition of the Shares covered hereby shall be made unless and
until the undersigned shall have complied in full with the
requirements of this instrument.
7. Death of Optionee. If the Optionee shall die while in the employ of
------------------
the Company or a subsidiary of the Company, his estate, personal representative,
or beneficiary shall have the right, subject to the provisions of Paragraph 3
hereof, to exercise the Option (to the extent that the Optionee would have been
entitled to do so at the date of his death) at any time within one (1) year from
the date of his death.
8. Termination of Option. In the event of the institution of any legal
----------------------
proceedings directed to the validity of the plan pursuant to which the Option is
granted, or to any option granted under it, the Company may, in its sole
discretion, and without incurring any liability therefor to any Optionee,
terminate the Option.
9. Stock Splits, Mergers, etc. In case of any stock split, stock
---------------------------
dividend or similar transactions which increases or decreases the number of
outstanding shares of
-5-
<PAGE>
the Stock, appropriate adjustment shall be made by the Board of Directors, whose
determination shall be final, to the number of shares which may be purchased
under the plan and the number and option exercise price per share of Stock which
may be purchased under any outstanding options. In the case of a merger, sale of
assets or similar transaction which results in a replacement of the Company's
Stock with stock of another corporation, the Company will make a reasonable
effort, but shall not be required, to replace any outstanding Options with
comparable options to purchase the stock of such other corporation, or will
provide for immediate maturity of all outstanding options, with all options not
being exercised within the time period specified by the Board of Directors being
terminated.
10. Method of Exercising Option. Subject to the terms and conditions of
----------------------------
this Option Agreement, the Option may be exercised by written notice to the
Company at its office at 367 South Gulph Road, King of Prussia, Pennsylvania
19406 (Attention: Corporate Secretary). Such notice shall state the election to
exercise the Option, and the number of shares in respect of which it is being
exercised. It shall be signed by the person or persons so exercising the Option
and shall be accompanied by payment of the full purchase price of such shares in
cash or by certified check or in shares of Common Stock in accordance with
Section 5 of the l992 Stock Option Plan, as Amended, and the Company shall
issue, in the name of the person or persons exercising the Option, and deliver a
certificate or certificates representing such shares as soon as practicable
after the notice and payment shall be received.
In the event the Option shall be exercised by any person or persons
other than the Optionee, pursuant to Paragraph 7 hereof, such notice shall be
accompanied by
-6-
<PAGE>
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
11. General. The Company shall at all times during the term of the Option
--------
reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all original
issue taxes with respect to the issue of shares pursuant hereto and all other
fees and expenses necessarily incurred by the Company in connection therewith,
and will, from time to time, use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company shall be applicable
thereto.
12. Notices. Each notice relating to this Option Agreement shall be in
--------
writing and delivered in person or by first class mail, postage prepaid, to the
proper address. Each notice shall be deemed to have been given on the date it is
received. Each notice to the Company shall be addressed to it at its principal
office, 367 South Gulph Road, King of Prussia, Pennsylvania 19406 (Attention:
Corporate Secretary). Each notice to the Optionee or other person or persons
then entitled to exercise this Option shall be addressed to the Optionee or such
other person or persons at the Optionee's address set forth in the heading of
this Agreement. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect.
13. Enforceability. This Agreement shall be binding upon the Optionee,
---------------
his estate, his personal representatives and beneficiaries and shall be governed
by the laws of the State of Delaware.
-7-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
exercised by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand all as of the day and year first above written.
UNIVERSAL HEALTH SERVICES, INC.
By:______________________________
Steve Filton
Vice President and Controller
OPTIONEE:
_________________________________
Name
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<PAGE>
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
October 4, 1996
Universal Health Services, Inc.
367 South Gulph Road
P.O. Box 61558
King of Prussia, Pennsylvania 19406-0958
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 1,000,000 shares of the Company's
Class B Common Stock, $.01 par value per share (the "Shares"), to be issued
under the Company's 1992 Stock Option Plan, as Amended (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.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report, dated
February 10, 1996, on the consolidated financial statements and schedule of
Universal Health Services, Inc. and Subsidiaries (the "Company") included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995; to
the incorporation by reference in this Registration Statement of our report,
dated June 6, 1995, on the 1994 financial statements of Aiken Regional Medical
Centers incorporated by reference in the Company's Prospectus, dated June 20,
1996, relating to securities registered on Form S-3, File 333-04445; and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
Philadelphia, Pennsylvania
October 4, 1996
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 1,000,000 shares of Class B Common Stock, $.01 par
value, pertaining to Universal Health Services, Inc. of our report dated October
24, 1994, with respect to the combined financial statements of Manatee Hospitals
and Health Systems, Inc. for the years ended August 31, 1993 and 1994
incorporated by reference in the Registration Statement on Form S-3,
Registration No. 333-04445.
/s/ Ernst & Young LLP
---------------------
Tampa, Florida
October 4, 1996
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
Board of Directors
Universal Health Services, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report, dated December 18, 1995, on the financial statements of
Northwest Texas Healthcare System included in the Prospectus, dated June 20,
1996, filed by Universal Health Services, Inc. relating to its Registration
Statement on Form S-3, Registration No. 333-04445, and to the reference to our
Firm under the heading "Experts" in the Prospectus. Our report refers to an
emphasis of the financial reporting entity and to a change in accounting for
investment securities.
/s/ CLIFTON, GUNDERSON P.L.L.C.
-------------------------------
Amarillo, Texas
October 4, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
Board of Directors
Universal Health Services, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated December 2, 1994, on the financial statements of
Northwest Texas Healthcare System included in the Prospectus, dated June 20,
1996, filed by Universal Health Services, Inc. relating to its Registration
Statement on Form S-3, Registration No. 333-04445, and to the reference to our
Firm under the heading "Experts" in the Prospectus. Our report refers to an
emphasis of the financial reporting entity and to a change in accounting for
investment securities.
/s/ KPMG Peat Marwick LLP
-------------------------
Dallas, Texas
October 4, 1996
