<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 95-2557091
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
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)
FIRST AMENDED AND RESTATED
TENET HEALTHCARE CORPORATION
1999 BROAD-BASED STOCK INCENTIVE PLAN
(Full title of the plan)
RICHARD B. SILVER
SENIOR VICE PRESIDENT AND CORPORATE 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED SHARE* PRICE* FEE
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE
$.075 PER SHARE. . . . . . . . . . . 13,000,000 SHARES $28.032 $364,416,000 $ 96,205.82
==============================================================================================================
</TABLE>
* 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 July 10, 2000
There also are registered hereunder such additional indeterminate number of
shares as may be issued as a result of the adjustment provisions of the
Company's First Amended and Restated 1999 Broad-Based Stock Incentive 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 First Amended and Restated 1999 Broad-Based Stock
Incentive Plan (as the same may be amended, restated, modified, supplemented,
renewed or replaced from time to time, the "Plan"), referred to on the cover of
this Registration Statement. A copy of the Plan is attached as an Exhibit to
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 are selected 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 by the Company with the Securities and
Exchange Commission are incorporated in this Registration Statement by
reference:
- The Company's Annual Report on Form 10-K for the year ended May 31,
1999 filed on August 27, 1999;
- The Company's Quarterly Reports on Forms 10-Q for the quarterly
periods ended August 31, 1999, filed on October 15, 1999, November 30,
1999, filed on January 14, 2000, and February 29, 2000, filed on April
14, 2000;
- The Company's current reports on Forms 8-K filed with the Commission
on August 24, 1999 and February 25, 2000; and
- 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.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration Statement and shall
be a part thereof from the date of filing of those documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Christi R. Sulzbach, Executive Vice President and General Counsel of the
Company, has delivered an opinion to the effect that the shares of Common Stock
covered by this Registration Statement will be legally issued, fully paid and
non-assessable.
As of May 31, 2000, Ms. Sulzbach beneficially owned 2,332 shares of Common
Stock, and held options to purchase 429,800 shares of Common Stock. Ms. Sulzbach
is not eligible to participate in the Plan.
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
2
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -------------
4. First Amended and Restated Tenet Healthcare Corporation
1999 Broad-Based Stock Incentive Plan
5. Opinion of Christi R. Sulzbach
23. Consents
a. Consent of KPMG LLP
b. Consent of Christi R. Sulzbach (included in her
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.
(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) will not apply if 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
3
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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
Barbara, State of California on July 14, 2000.
TENET HEALTHCARE CORPORATION
By: /s/ RICHARD B. SILVER
------------------------------------
Richard B. Silver
Senior Vice President and Corporate Secretary
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities indicated on July 14,
2000.
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, Christi R. Sulzbach and Richard B. Silver, 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.
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SIGNATURE TITLE
/s/ JEFFREY C. BARBAKOW Chairman, Chief Executive Officer
-------------------------- and Director
Jeffrey C. Barbakow (principal executive officer)
/s/ DAVID L. DENNIS Vice Chairman, Chief Corporate Officer
-------------------------- and Chief Financial Officer
David L. Dennis (principal financial officer)
/s/ RAYMOND L. MATHIASEN Executive Vice President and
-------------------------- Chief Accounting Officer
Raymond L. Mathiasen (principal accounting officer)
/s/ LAWRENCE BIONDI, S.J. Director
--------------------------
Lawrence Biondi, S.J.
/s/ BERNICE B. BRATTER Director
--------------------------
Bernice B. Bratter
/s/ SANFORD CLOUD, JR. Director
--------------------------
Sanford Cloud, Jr.
/s/ MAURICE J. DeWALD Director
--------------------------
Maurice J. DeWald
/s/ MICHAEL H. FOCHT, SR. Director
--------------------------
Michael H. Focht, Sr.
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SIGNATURE TITLE
/s/ RAYMOND A. HAY Director
--------------------------
Raymond A. Hay
/s/ VAN B. HONEYCUTT Director
--------------------------
Van B. Honeycutt
/s/ LESTER B. KORN Director
--------------------------
Lester B. Korn
/s/ FLOYD D. LOOP, M.D. Director
--------------------------
Floyd D. Loop, M.D.
/s/ RICHARD S. SCHWEIKER Director
--------------------------
Richard S. Schweiker
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4. First Amended and Restated Tenet Healthcare
Corporation 1999 Broad-Based Stock Incentive Plan
5. Opinion of Christi R. Sulzbach
23. Consents
a. Consent of KPMG LLP
b. Consent of Christi R. Sulzbach
(included in her opinion filed as Exhibit 5)
24. Power of Attorney (included on page 5 of this
Registration Statement)
8
