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As filed with the Securities and Exchange Commission on May 28, 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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AMERICAN HEALTHCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
62-1117144
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(I.R.S. employer identification no.)
ONE BURTON HILLS BOULEVARD
NASHVILLE, TENNESSEE 37215
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(Address of principal executive offices)
AMERICAN HEALTHCORP, INC.
1996 STOCK INCENTIVE PLAN
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(Full title of the plan)
HENRY D. HERR
ONE BURTON HILLS BOULEVARD
NASHVILLE, TENNESSEE 37215
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(Name and address of agent for service)
(615) 665-1122
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________________________________________________
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share (*) price fee
________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 380,000 shares $11.31 $4,297,800 $1,482
________________________________________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended, and are based on the
average of the high and low price per share of the Registrant's Common Stock as
reported on the Nasdaq Stock Market's National Market on May 23, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by American Healthcorp, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are hereby incorporated by reference:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995 and Quarterly Reports
on Form 10-Q for the quarters ended November 30, 1995 and
February 29, 1996;
(2) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed
by the Registrant to register the Common Stock under the
Exchange Act, including all amendments and reports filed
for the purpose of updating such description prior to the
termination of the offering of the Common Stock offered
hereby.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or replaced for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.
Item 4. Description of Securities.
--------------------------
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the issuance of the Common Stock issuable under
the American Healthcorp, Inc. 1996 Stock Incentive Plan has been passed upon for
the Registrant by Bass, Berry & Sims PLC, First American Center, Nashville,
Tennessee 37238. James H. Cheek, III, a member of Bass, Berry & Sims PLC,
beneficially owns 16,995 shares of the Company's Common
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Stock and approximately 1.6% of the outstanding common stock of AmSurg Corp., a
63% owned subsidiary of the Company.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify any of its directors and officers against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding (i) if any such person acted in good faith and in a manner
reasonably believed to be in or not opposed to be the best interests of the
corporation and (ii) in connection with any criminal action or proceeding if
such person had no reasonable cause to believe such conduct was unlawful. In
actions brought by or in the right of the corporation, however, Section 145
provides that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
corporation unless, and only to the extent that, the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
review of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. Article VIII of the Company's Restated
Certificate of Incorporation requires that the Company indemnify its directors
and officers for certain liabilities incurred in the performance of their duties
on behalf of the Company to the extent allowed by Delaware law.
The Company's Restated Certificate of Incorporation relieves its
directors from monetary damages to the Company or to stockholders for breach of
any such director's fiduciary duty as a director to the fullest extent permitted
by the Delaware General Corporation Law. Under Section 102(b)(7) of the
Delaware General Corporation Law, a corporation may relieve its directors from
personal liability to such corporation or its stockholders for monetary damages
for any breach of their fiduciary duty as directors except (i) for a breach of
the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violations of certain provisions of the Delaware General Corporation
Law imposing certain requirements with respect to stock repurchases, redemptions
and dividends or (v) for any transaction from which the director derived an
improper personal benefit.
Item 7. Exemption From Registration Claimed.
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Inapplicable.
Item 8. Exhibits.
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See Exhibit Index (page II-7).
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Item 9. Undertakings.
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A. The 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, as amended (the "Securities
Act");
(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;
(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
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 Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
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the Securities 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Nashville, State of Tennessee, on the 23rd day of
May, 1996.
AMERICAN HEALTHCORP, INC.
By: /s/ Thomas G. Cigarran
----------------------
Thomas G. Cigarran
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Thomas G. Cigarran and Henry D. Herr and each
of them, his true and lawful attorneys-in-fact and agents, 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, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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, hereby ratifying and confirming all that said
attorneys-in-fact and agents, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Thomas G. Cigarran Chairman of the Board May 23, 1996
- -------------------------- President and Chief Executive
Thomas G. Cigarran Officer, Director (Principal
Executive Officer)
/s/ Henry D. Herr Executive Vice President May 23, 1996
- -------------------------- Finance and Administration,
Henry D. Herr Chief Financial Officer,
Secretary, Director (Principal
Financial Officer)
/s/ David A. Sidlowe Vice President and Controller May 23, 1996
- -------------------------- (Principal Accounting Officer)
David A. Sidlowe
/s/ Frank A. Ehmann Director May 23, 1996
- --------------------------
Frank A. Ehmann
/s/ Martin J. Koldyke Director May 23, 1996
- --------------------------
Martin J. Koldyke
/s/ C. Warren Neel Director May 23, 1996
- --------------------------
C. Warren Neel
/s/ William C. O'Neil, Jr. Director May 23, 1996
- --------------------------
William C. O'Neil, Jr.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
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<S> <C>
4.1 Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 (Registration
No. 33-41119))
4.2 Bylaws (incorporated by reference to Exhibit 3.2
to Registration Statement on Form S-1 (Registration
No. 33-41119))
4.3 American Healthcorp, Inc. 1996 Stock Incentive Plan
(incorporated by reference to the Company's Proxy
Statement for the January 23, 1996 Annual Meeting
of Stockholders)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on page II-5)
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BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELPHONE (423) 521-6200
TELECOPIER (423) 521-6234
May 24, 1996
American Healthcorp, Inc.
One Burton Hills Boulevard
Nashville, TN 37215
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1996 Stock Incentive Plan (the "Plan") filed by you with the Securities and
Exchange Commission covering 380,000 shares (the "Shares") of common stock, par
value $.001 per share, issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
pursuant to and in accordance with the Plan, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Healthcorp, Inc. on Form S-8 of our report dated October 12, 1995,
appearing in the Annual Report on Form 10-K of American Healthcorp, Inc. for
the year ended August 31, 1995.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Nashville, Tennessee
May 23, 1996
