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As filed with the Securities and Exchange Commission on February 23, 1996
Registration No. 33 -
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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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TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in it charter)
Nevada 95-2557091
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Address including zip code, and telephone number, including area code
of registrant's principal executive offices)
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Scott M. Brown
Senior Vice President and Secretary
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Name, address including zip code and
telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED SHARE* PRICE* FEE
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Common Stock, par value
$.075 per share. . . . . . . 10,000,000 shares $20.50 $205,000,000 $70,690
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* Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on February 20, 1996.
There also are registered hereunder such additional indeterminate number of
shares as may be issued as a result of the adjustment provisions of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed by Tenet Healthcare Corporation (the "Company" or "Registrant") with
respect to the Company's 1995 Stock Incentive Plan (the "Plan"), referred to on
the cover of this Registration Statement. The document(s) containing the
information required in Part I of this Registration Statement will be sent or
given to each of the Company's employees, advisors or consultants who is
eligible to participate in the Plan, as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Such document(s) are not
being filed with the Commission but constitute (together with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated herein
by reference:
(1) Annual Report on Form 10-K of the Company for the fiscal year ended May 31,
1995, filed with the Commission on August 25, 1995 (the "Tenet 10-K").
(2) Quarterly Report of the Company on Form 10-Q for the quarter ended
August 31, 1995, filed with the Commission on October 13, 1995 (the "August
1995 10-Q").
(3) Quarterly Report of the Company on Form 10-Q for the quarter ended November
30, 1995, filed with the Commission on January 16, 1996.
(4) Current Report of the Company on Form 8-K filed with the Commission on July
7, 1995.
(5) Current Report of the Company on Form 8-K filed with the Commission on
October 2, 1995.
(6) Amendment to the Tenet 10-K on Form 10-K/A filed with the Commission on
December 18, 1995.
(7) Amendment to the August 1995 10-Q on Form 10-Q/A filed with the Commission
on December 18, 1995.
<PAGE>
(8) The description of the Common Stock, par value $.075 per share (the "Common
Stock"), of the Company, which is contained in the Company's Registration
Statement on Form S-3, Registration No. 33-45689, filed with the Commission
on February 14, 1992, including any amendments or reports filed for the
purpose of updating such description.
(9) The description of certain preferred stock purchase rights which have
attached to the Common Stock, which is contained in the Company's
Registration Statement on Form 8-A filed with the Commission on December 9,
1988, including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of the filing of such documents.
ITEM 4. Description of Securities
Not Applicable
ITEM 5. Interests of Named Experts and Counsel
Legal Matters
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Scott M. Brown, Senior Vice President,
Secretary and General Counsel of the Company.
As of January 31, 1996, Mr. Brown owned 14,500 shares of Common Stock and
had outstanding options to purchase 178,300 shares of Common Stock pursuant to
other Company benefit plans.
ITEM 6. Indemnification of Directors and Officers
Nevada law and the Company's Restated Articles of Incorporation and
Restated Bylaws permit indemnification of directors and officers in terms
sufficiently broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement) arising under
the 1933 Act. The Company also maintains an indemnification agreement with each
of its directors and any officer designated by the Company's Board of Directors
insuring them against certain liabilities incurred by them in the performance of
their duties, including liabilities under the 1933 Act. In addition, the
Company has directors and officers liability insurance policies.
ITEM 7. Exemption from Registration Claimed
Not Applicable
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<PAGE>
ITEM 8. Exhibits
Exhibit
Number Description
- ------ -----------
4. Instruments Defining the Rights of Security Holders, Including
Indentures.
a. The Company's 1995 Stock Incentive Plan (Incorporated by
reference to Exhibit A to the Definitive Proxy Statement for the
Registrant's 1995 Annual Meeting of Shareholders, filed with the
Commission on August 25, 1995).
5. Opinion of Scott M. Brown.
23. Consents
a. Consent of KPMG Peat Marwick LLP.
b. Consent of Scott M. Brown (included in his opinion filed as
Exhibit 5).
24. Power of Attorney (included on page 5 of this Registration
Statement).
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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 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.
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) 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.
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(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Sections
13(a) or 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of Santa
Monica, State of California on February 23, 1996.
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
--------------------------------
Scott M. Brown
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in
this Registration Statement in any capacity hereby constitutes and appoints
Jeffrey C. Barbakow, Raymond L. Mathiasen and Scott M. Brown, and each of them,
his or her true and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities indicated on February
23, 1996.
SIGNATURE TITLE
/s/ Jeffrey C. Barbarkow Chairman, Chief Executive
---------------------------------- Officer and Director
Jeffrey C. Barbakow
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SIGNATURE TITLE
/s/ Michael H. Focht Sr. President,
------------------------------ Chief Operating Officer
Michael H. Focht, Sr. and Director
/s/ Raymond L. Mathiasen Senior Vice President and
------------------------------ Chief Financial Officer
Raymond L. Mathiasen (Principal Financial
and Accounting Officer)
/s/ Bernice B. Bratter Director
------------------------------
Bernice B. Bratter
/s/ John T. Casey Director
------------------------------
John T. Casey
/s/ Maurice J. DeWald Director
------------------------------
Maurice J. DeWald
/s/ Peter de Wetter Director
------------------------------
Peter de Wetter
/s/ Edward Egbert, M.D. Director
------------------------------
Edward Egbert, M.D.
/s/ Raymond A. Hay Director
------------------------------
Raymond A. Hay
/s/ Lester B. Korn Director
------------------------------
Lester B. Korn
/s/ James P. Livingston Director
------------------------------
James P. Livingston
-6-
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SIGNATURE TITLE
/s/ Robert W. O'Leary Director
------------------------------
Robert W. O'Leary
/s/ Thomas J. Pritzker Director
------------------------------
Thomas J. Pritzker
/s/ Richard S. Schweiker Director
------------------------------
Richard S. Schweiker
-7-
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- --------
4. Instruments Defining the Rights of Security Holders,
Including Indentures
a. The Company's 1995 Stock Incentive Plan
(Incorporated by reference to Exhibit A to the
Definitive Proxy Statement for the Registrant's
1995 Annual Meeting of Shareholders). . . .
5. Opinion of Scott M. Brown
23. Consents
a. Consent of KPMG Peat Marwick LLP. . . . . .
b. Consent of Scott M. Brown (included in his opinion
filed as Exhibit 5) . . . . . . . . . . . .
24. Power of Attorney (included on page 5 of this Registration
Statement). . . . . . . . . . . . . . . . . . .
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February 23, 1996
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, CA 90404
Gentlemen:
I am the General Counsel of Tenet Healthcare Corporation, a Nevada
corporation (the "Company"), and in such capacity I have examined the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), for the registration of
10,000,000 shares of the Company's common stock, $.075 par value per share (the
"Shares"), which Shares will be granted, or received upon the exercise of
"Incentive Awards" granted, under the Company's 1995 Stock Incentive Plan (the
"Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as I have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares are duly
authorized and when the Shares have been (i) issued and delivered in accordance
with the terms of the Plan, or (ii) received upon exercise of "Incentive Awards"
granted under and delivered in accordance with (and as defined in) the Plan,
such Shares will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the 1933 Act, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Scott M. Brown
Scott M. Brown
EXHIBIT 5
<PAGE>
AUDITORS' CONSENT
Board of Directors
Tenet Healthcare Corporation:
We consent to the use of our reports dated July 25, 1995 incorporated by
reference in the Registration Statement on Form S-8 of Tenet Healthcare
Corporation, relating to the consolidated balance sheets of Tenet Healthcare
Corporation and subsidiaries as of May 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended May 31, 1995, and the related
schedule. Our report on the 1994 consolidated financial statements refers to a
change in the method of accounting for income taxes.
KPMG PEAT MARWICK LLP
Los Angeles, California
February 23, 1996
EXHIBIT 23(a)
