<PAGE>
As filed with the Securities and Exchange Commission on September _____, 2000
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.
AMENDED AND RESTATED 1992 STOCK OPTION 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
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)
-------------------
Copies of all communications, including all communications sent to the agent for
service should be sent to:
ANTHONY PANTALEONI, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit price(1) registration fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common
Stock, $.01 par
Value per share........... 1,000,000 shares (1) $50,148,843.75 $13,239.20
------------------------------------------------------------------------------------------------------------------------
</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 ($19,817,343.75) of the 584,500 options for which the
exercise price has been established and (ii) the product resulting
from multiplying 415,500, 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. Amended and Restated 1992 Stock Option Plan, by $73.00,
the average of the high and low prices of the Class B Common Stock as
reported on the New York Stock Exchange on September 15, 2000, within
five business days prior to September 22, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Not applicable.
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.
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 - Amended and Restated 1992 Stock Option Plan
4.2 - Stock Option Agreement
5 - Opinion of Fulbright & Jaworski L.L.P.
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5)
24 - Power of Attorney (included in signature page)
<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.
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
<PAGE>
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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<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 September 20, 2000.
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>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alan B. Miller Chairman of the Board September 20, 2000
--------------------------------- President, Chief
(Alan B. Miller) Executive Officer and
Director (Principal
Executive Officer)
/s/ Sidney Miller Director September 20, 2000
---------------------------------
(Sidney Miller)
/s/ Robert H. Hotz Director September 20, 2000
--------------------------------
(Robert H. Hotz)
/s/ John Herrell Director September 20, 2000
----------------------------
(John Herrell)
/s/ Anthony Pantaleoni Director September 20, 2000
-------------------------------
(Anthony Pantaleoni)
/s/ Leatrice Ducat Director September 20, 2000
--------------------------------
(Leatrice Ducat)
/s/ John F. Williams, Jr., M.D. Director September 20, 2000
-------------------------------
(John F. Williams, Jr., M.D.)
/s/ Joseph T. Sebastianelli Director September 20, 2000
--------------------------------
(Joseph T. Sebastianelli)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
4.1 Amended and Restated 1992 Stock Option Plan
4.2 Stock Option Agreement
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
24 Power of Attorney (see signature page)
