<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)
TENET HEALTHCARE CORPORATION
FOURTH AMENDED AND RESTATED
1995 EMPLOYEE STOCK PURCHASE 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. . . . . . . . . . . 4,500,000 SHARES $28.032 $126,144,000 $ 33,302.02
-------------------------------------- --------------------- -------------- --------------- --------------------
-------------------------------------- --------------------- -------------- --------------- --------------------
</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 Fourth Amended and Restated 1995 Employee Stock Purchase Plan.
<PAGE>
EXPLANATORY NOTE
On February 5, 1996, Tenet Healthcare Corporation (the "Company") filed
Registration Statement No. 333-00709 on Form S-8 in order to register with the
Securities and Exchange Commission (the "Commission") 2,000,000 shares of the
Company's common stock, par value $.075 per share (the "Common Stock") available
for purchase under the Company's 1995 Employee Stock Purchase Plan (the "Plan").
On December 10, 1997, the Company filed Registration Statement No. 333-41903 on
Form S-8 in order to register with the Commission an additional 3,000,000 shares
of the Company's Common Stock available under the Plan. The contents of both of
the above-referenced Registration Statements are incorporated herein by
reference.
On July 30, 1997, the Board of Directors (the "Board") of the Company
approved the First Amended and Restated 1995 Employee Stock Purchase Plan (the
"First Amended Plan"). The First Amended Plan increased the maximum number of
shares of Common Stock available for purchase under the Plan from 2,000,000
shares to 5,000,000 shares and was approved by the Company's shareholders on
October 1, 1997. On December 3, 1997, the Board approved the Second Amended and
Restated 1995 Employee Stock Purchase Plan (the "Second Amended Plan"). The
Second Amended Plan clarified the definition of "Covered Compensation" and
shareholder approval was not required. On July 28, 1999, the Board approved the
Third Amended and Restated 1995 Employee Stock Purchase Plan (the "Third Amended
Plan"). The Third Amended Plan increased the maximum number of shares of Common
Stock available for purchase under the Plan from 5,000,000 to 9,500,000 shares
and was approved by the Company's shareholders on October 6, 1999. On April 14,
2000, the Board approved the Fourth Amended and Restated 1995 Employee Stock
Purchase Plan (the "Fourth Amended Plan"). The Fourth Amended Plan further
clarified the definition of "Covered Compensation" and shareholder approval was
not required.
This Registration Statement is filed in order to register with the
Commission the 4,500,000 additional shares of Common Stock approved by the
Company's shareholders on October 6, 1999, and available for purchase under the
Fourth Amended Plan.
1
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4. Tenet Healthcare Corporation Fourth Amended and Restated 1995 Employee
Stock Purchase 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 3 of this Registration Statement)
</TABLE>
2
<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 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.
3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ JEFFREY C. BARBAKOW
-------------------------- Chairman and Chief Executive Officer
Jeffrey C. Barbakow and Director
(principal executive officer)
/s/ DAVID L. DENNIS
-------------------------- Vice Chairman, Chief Corporate Officer
David L. Dennis and Chief Financial Officer
(principal financial officer)
/s/ RAYMOND L. MATHIASEN
-------------------------- Executive Vice President and
Raymond L. Mathiasen Chief Accounting Officer
(principal accounting officer)
/s/ LAWRENCE BIONDI, S.J.
-------------------------- Director
Lawrence Biondi, S.J.
/s/ BERNICE BRATTER
-------------------------- Director
Bernice Bratter
/s/ SANFORD CLOUD, JR.
-------------------------- Director
Sanford Cloud, Jr.
/s/ MAURICE J. DEWALD
-------------------------- Director
Maurice J. DeWald
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ MICHAEL H. FOCHT, SR.
-------------------------- Director
Michael H. Focht, Sr.
/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
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4. Fourth Amended and Restated Tenet Healthcare Corporation
1995 Employee Stock Purchase Plan
5. Opinion of Christi R. Sulzbac
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 3 of this Registration
Statement)
</TABLE>
6
