<PAGE> 1
As Filed With the Securities and Exchange Commission
on March 27, 2000
Registration No. 333-________
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
AMERICAN HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1117144
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
(Address of Principal Executive Offices) (Zip Code)
AMERICAN HEALTHWAYS, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
HENRY D. HERR
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
(Name and address of agent for service)
(615) 665-1122
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per share aggregate offering price fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 400,000 shares (1) $4.00 (2) $1,600,000 (2) $422.40
====================================================================================================================================
</TABLE>
(1) Represents 400,000 shares reserved for issuance pursuant to future grants
under the Company's 1996 Stock Incentive Plan.
(2) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
$.001 par value, of American Healthways, Inc., a Delaware corporation (the
"Registrant"), for the Registrant's 1996 Stock Incentive Plan, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS
The Registration Statement on Form S-8 (Registration No. 33-04615)
previously filed by the Registrant with the Securities and Exchange Commission
on May 28, 1996 is hereby incorporated by reference herein.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
------------------ --------------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
II-2
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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 this 27th day
of March, 2000.
AMERICAN HEALTHWAYS, 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 attorney-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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas G. Cigarran Chairman of the Board, President, March 27, 2000
- -------------------------------------- Chief Executive Officer and Director
Thomas G. Cigarran (Principal Executive Officer)
/s/ Henry D. Herr Executive Vice President Finance and March 27, 2000
- -------------------------------------- Administration, Chief Financial
Henry D. Herr Officer, Secretary, and Director
(Principal Financial Officer)
/s/ David A. Sidlowe Vice President and Controller (Principal March 27, 2000
- -------------------------------------- Accounting Officer)
David A. Sidlowe
/s/ Frank A. Enmann Director March 27, 2000
- --------------------------------------
Frank A. Enmann
/s/ Martin J. Koldyke Director March 27, 2000
- --------------------------------------
Martin J. Koldyke
/s/ C. Warren Neel Director March 27, 2000
- --------------------------------------
C. Warren Neel
/s/ William C. O'Neil, Jr. Director March 27, 2000
- --------------------------------------
William C. O'Neil, Jr.
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- ----------------- ------------------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
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EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
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 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
March 27, 2000
American Healthways, Inc.
3841 Green Hills Village Drive
Nashville, Tennessee 37215
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the 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 an aggregate of 400,000 shares (the "Shares") of
common stock, $.001 par value, 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 non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
American Healthways, Inc.
We consent to the incorporation by reference in this Registration Statement of
American Healthways, Inc. on Form S-8 of our report dated October 8, 1999,
appearing in the Annual Report on Form 10-K of American Healthways, Inc. for
the year ended August 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 8, 2000
