<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S - 8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Address including zip code, and telephone number,
including area code of registrant's principal executive offices)
AMENDED AND RESTATED
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
SCOTT M. BROWN
SENIOR VICE PRESIDENT AND SECRETARY
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, address including zip code and
telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE* PRICE* FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.075 per share. . . . . 20,000,000 shares $30.4375 $608,750,000 $184,470
</TABLE>
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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 October 15, 1997.
There also are registered hereunder such additional indeterminate number
of shares as may be issued as a result of the adjustment provisions of the
Amended and Restated 1995 Stock Incentive Plan.
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<PAGE>
EXPLANATORY NOTE
On February 23, 1996, Tenet Healthcare Corporation (the "Company") filed
Registration Statement No. 333-01183 on Form S-8 in order to register with
the Securities and Exchange Commission the 10,000,000 shares of the Company's
common stock, par value $.075 per share (the "Common Stock") available for
issuance under the Company's 1995 Stock Incentive Plan (the "Plan"). The
contents of that Registration Statement are incorporated by reference herein.
On December 18, 1996, the Executive Committee on behalf of the Board of
Directors of the Company approved the Amended and Restated 1995 Stock
Incentive Plan (the "Amended Plan"). The Amended Plan was approved by the
Company's shareholders on January 28, 1997. The Amended Plan amended and
restated the Plan in its entirety. Among other changes, the Amended Plan
increased the number of shares of Common Stock available for issuance under
the Amended Plan from 10,000,000 shares to 30,000,000 shares. This
Registration Statement is filed in order to register with the Commission the
20,000,000 additional shares of Common Stock available for issuance under the
Amended Plan.
EXHIBITS
Exhibit
Number Description
- ------- -----------
5. Opinion of Scott M. Brown.
10. Amended and Restated 1995 Stock Incentive Plan (Incorporated by
reference to Annex D to the Proxy Statement/Prospectus, dated as of
December 18, 1996, for the Company's Special Meeting of Shareholders
held on January 28, 1997)
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 2 of this Registration Statement).
-1-
<PAGE>
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 Barbara, State of California on October 21,
1997.
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 October 21, 1997.
Signature Title
--------- -----
/s/ Jeffrey C. Barbakow Chairman, Chief Executive
----------------------------------- Officer and Director
Jeffrey C. Barbakow
-2-
<PAGE>
Signature Title
--------- -----
/s/ Michael H. Focht, Sr. President,
----------------------------------- Chief Operating Officer
Michael H. Focht, Sr. and Director
/s/ Trevor Fetter Executive Vice President and
----------------------------------- Chief Financial Officer
Trevor Fetter (Principal Financial Officer)
/s/ Raymond L. Mathiasen Senior Vice President and
----------------------------------- Chief Accounting Officer
Raymond L. Mathiasen (Principal Accounting Officer)
/s/ Bernice B. Bratter Director
-----------------------------------
Bernice B. Bratter
/s/ Maurice J. DeWald Director
-----------------------------------
Maurice J. DeWald
/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/ Richard S. Schweiker Director
-----------------------------------
Richard S. Schweiker
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
5. Opinion of Scott M. Brown . . . . . . . . . . . . . . . . . . . .
10. Amended and Restated 1995 Stock Incentive Plan (Incorporated by
reference to Annex D to the Proxy Statement/Prospectus, dated as
of December 18, 1996, for the Company's Special Meeting of
Shareholders held on January 28, 1997)
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 2 of this Registration
Statement) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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<PAGE>
EXHIBIT 5
October 20, 1997
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
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 20,000,000 shares of the Company's common stock, $.075 par
value per share (the "Shares"), which Shares will be received upon the
exercise of "Incentive Awards" granted under the Company's Amended and
Restated 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
<PAGE>
EXHIBIT 23(a)
AUDITOR'S CONSENT
The Board of Directors
Tenet Healthcare Corporation
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Tenet Healthcare Corporation of our reports dated
July 25, 1997, with respect to the consolidated balance sheets of Tenet
Healthcare Corporation and subsidiaries as of May 31, 1996 and 1997, and the
related consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the years in the three-year period ended
May 31, 1997, and the related schedule, which reports appear in the
May 31, 1997 annual report on Form 10-K of Tenet Healthcare Corporation.
KPMG PEAT MARWICK LLP
Los Angeles, California
October 20, 1997
