<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1993
__________
ORNDA HEALTHCORP
(Exact name of registrant as specified in its charter)
Delaware 75-1776092
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3401 West End Avenue Suite 700
Nashville, Tennessee 37203
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
__________
OrNda HealthCorp Employee Stock Purchase Plan
OrNda HealthCorp Outside Directors Stock Option Plan
(Full title of the Plan)
__________
Ronald P. Soltman, Esq.
Senior Vice President, Secretary and General Counsel
OrNda HealthCorp
3401 West End Avenue, Suite 700
Nashville, TN 37203
(615) 383-8599
(Name and address and telephone number, including area code,
of agent for service)
__________
(Note: Facing page information is continued on page ii)<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered(1) Price Per Share (2) Offering Price(2) Registration Fee
________________________________________________________________________________________________________________
Common Stock 1,300,000 $24.38 $31,694,000 $10,928.97
($.01 par value)
================================================================================================================
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares pursuant to the stock split and other similar adjustment
provisions of the Plans.
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act") on the basis of the average of the
$25.00 high and $23.75 low sale prices for a share of Common Stock on the
New York Stock Exchange on Tuesday, January 16, 1996.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securites and
Exchange Commission (the "Commission") by OrNda HealthCorp (File No. 1-11591),
which corporation is herein refered to as "OrNda" or the "registrant", ar
incorporated by reference in this registration statement:
(a) OrNda's Annual Report on Form 10-K for the year ended
August 31, 1995.
(b) OrNda's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1995.
(c) OrNda's Current Reports on Form 8-K dated September 27,
1995, October 2, 1995, October 10, 1995, October 30, 1995,
October 31, 1995, November 6, 1995, November 24,1995,
December 13, 1995 and January 3, 1996.
(d) The description of the registrant's Common Stock which is
contained in the registrant's Registration Statement on Form
8-A filed with the Commssion on December 13, 1995 under section
12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered hereby will be
passed upon for the registrant by Ronald P. Soltman, Senior Vice President,
Secretary and General Counsel of the registrant. Mr. Soltman is paid a salary
by registrant and participates in various employee benefit plans offered to
officers and employees of registrant generally. In addition, at January 22,
1996, Mr. Soltman held options to purchase 30,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection with
the matters in issue, they had no reasonable cause to believe their conduct
was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action by or in the right of the corporation,
a Delaware corporation may indemnify its directors and officers against
expenses actually and reasonably incurred by them if, in connection with the
matters in issue, they acted in good faith, in a manner they reasonably
believed to be in, or not opposed to, the best interest of the corporation,
and without negligence or misconduct in the performance of their duties to
the corporation. Section 145 further permits a Delaware corporation to grant
its directors and officers additional rights of indemnification through by-law
provisions and otherwise.
Article Seven of the Restated Certificate of Incorporation of the
registrant and Article VI of the ByLaws of the Registrant provide that the
registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware Law. The Registrant has entered into indemnification
agreements with each of its directors and officers at or above the Vice
President level. Such indemnification agreements are intended to provide a
contractual right to indemnification, to the maximum extent permitted by law,
for expenses (including attorneys' fees) judgments, penalties, fines, and
amounts paid in settlement actually and reasonably incurred by the person to
be indemnified in connection with any proceeding (including, to the extent
permitted by applicable law, any derivative action) to which they are, or are
threatened to be made, a party by reason of their status in such positions.
Such indemnification agreements do not change the basic legal standards for
indemnification set forth under Delaware Law or the Restated Certificate of
Incorporation of the registrant. Such agreements are intended to be in
furtherance, and not in limitation of, the general right to indemnification
provided in the registrant's Restated Certificate of Incorporation.
Section 102(b)(7) of Delaware Law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware Law (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) or (iv) for any transaction
from which the director derived an improper personal benefit. Article Eight of
the registrant's Restated Certificate of Incorporation contains such a
provision.
In addition, the registrant maintains officers' and directors'
liability insurance which insures against liabilities that officers and
directors of the registrant may incur in such capacities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement are listed in the
Exhibit Index found immediately preceding the exhibits which information is
incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned 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;
(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)(l)(i) and
(a)(l)(ii) shall not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section
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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 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 that time shall be deemed to be the initial bona fide offering thereof.
(h) 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 Delaware Law, the Restated
Certificate of Incorporation and the Bylaws, 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 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 Act and will be governed by the
final adjudication of such issue.<PAGE>
SIGNATURES
The Registrant. 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 22nd day
of January, 1996.
ORNDA HEALTHCORP
By: /s/ Ronald P. Soltman
Ronald P. Soltman
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith B. Pitts and Ronald P. Soltman, 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 (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
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 any of them, or their or his 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 below on the 22nd day of January 1996 by
the following persons in the capacities indicated.<PAGE>
Signature Title
/s/ Charles N. Martin, Jr. Chairman of the Board, President and
Charles N. Martin, Jr. Chief Executive Officer
(Principal Executive Officer)
/s/ Keith B. Pitts Executive Vice President and
Keith B. Pitts Chief Financial Officer
(Principal Financial Officer)
/s/ Phillip W. Roe Vice President-Controller
Phillip W. Roe (Principal Accounting Officer)
/s/ Richard A. Gilleland Director
Richard A. Gilleland
/s/ Leonard Green Director
Leonard Green
/s/ Peter A. Joseph Director
Peter A. Joseph
/s/ Paul S. Levy Director
Paul S. Levy
Angus C. Littlejohn, Jr. Director
/s/ John F. Nickoll Director
John F. Nickoll
/s/ John J. O'Shaughnessy Director
John J. O'Shaughnessy
/s/ M. Lee Pearce, M.D. Director
M. Lee Pearce, M.D.<PAGE>
EXHIBITS
TO
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
ORNDA HEALTHCORP
____________________
1,300,000 SHARES
OF
COMMON STOCK
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4(a). . . . Restated Certificate of Incorporation of the Registrant as
amended through October 1991. (Incorporated by reference to
exhibits filed with the Registrant's Current Report on Form
8-K dated October 15, 1991.)
4(b). . . . Certificate of Amendment to Registrants' Restated Certificate
of Incorporation. (Incorporated by reference to Exhibit 3 to
the Registrants' Current Report on Form 8-K dated April 19,
1994.)
4(c). . . . Bylaws of the Registrant. (Incorporated by reference to
Exhibit 4(c) included in the Company's Registration Statement
on Form S-8 under the Securities Act of 1993, File No.
33-81778.)
4(d). . . . OrNda HealthCorp Employee Stock Purchase Plan. (Incorporated
by reference from Exhibit A to Registrant's definitive proxy
statement for its 1996 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 on December 8, 1995.)
4(e). . . . OrNda HealthCorp Outside Directors Stock Option Plan.
(Incorporated by reference from Exhibit B to Registrant's
definitive proxy statement for its 1996 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 on December 8, 1995.)
5 . . . . . Opinion of Ronald P. Soltman, Esq. (including the consent of
such counsel) regarding legality of securities being offered
23(a) . . . Consent of Independent Auditors
23(b) . . . Consent of Ronald P. Soltman, Esq. (included as part of
opinion filed pursuant to Exhibit 5 hereof)
24(a) . . . Power of Attorney (included on page II-5 of this registration
statement)
24(b) . . . Certified Board resolution relating to Powers of Attorney
[Letterhead of OrNda HealthCorp]
January 22, 1996
Exhibit 5
OrNda HealthCorp
3401 West End Avenue
Suite 700
Nashville, TN 37203
RE: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel of OrNda
HealthCorp, a Delaware corporation (the "Company"), and have acted as counsel to
the Company in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of the Company under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of 1,300,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"), issuable under the OrNda HealthCorp Employee Stock Purchase Plan (the
"SP Plan") and the OrNda HealthCorp Outside Directors Stock Option Plan (the "OD
Plan") (collectively, the "Plans").
This opinion is delivered in accordance with the requirements of Item
601(b) (5) of Regulation S-K promulgated under the Act.
In connection with this opinion, I have reviewed the following documents:
(a) the Registration Statement;
(b) the Restated Certificate of Incorporation of the Company;
(c) the By-laws of the Company;
(d) the Plans;
(e) certain resolutions of the Board of Directors of the Company; and
(f) except as set forth below, such other agreements, certificates of
public officials and officers of the Company, records, documents,
and matters of law that I deemed necessary or appropriate as a basis
for the opinions set forth herein.<PAGE>
January 22, 1996
Page 2
In my examination:
(a) I have assumed that (i) all signatures on all documents examined by
me are genuine, (ii) all documents submitted to me as originals are
accurate and complete, (iii) all documents submitted to me as copies
are true and correct copies of the originals thereof, (iv) all
information submitted to me is accurate and complete as of the date
hereof, (v) all persons executing and delivering documents reviewed
by me were competent to execute and to deliver such documents, and
(vi) all persons signing, in a representative capacity, documents
reviewed by me had authority to sign in such capacity.
(b) I have assumed that the exercise price of the options in respect of
Shares issued under the Plans will not be less than the par value of
such Shares at the time of issuance.
I am admitted to the bars of the States of Tennessee and New York and I
express no opinion as to the laws of any other jurisdiction except for the
federal laws of the United States of America and the General Corporation law of
the State of Delaware to the extent specifically referred to herein.
Based upon and subject to the foregoing and to the qualifications,
limitations, and exceptions contained herein, I am of the opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plans, will be validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I
come into the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
(Signature)
Ronald P. Soltman
Senior Vice President, Secretary and General Counsel
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the OrNda HealthCorp Employee Stock Purchase Plan, and the
OrNda HealthCorp Outside Directors Stock Option Plan, of our report dated
October 10, 1995 (except for paragraph 7 of Note 6 and paragraph 9 of Note 8, as
to which the dates are October 27, 1995 and October 31, 1995, respectively),
with respect to the consolidated financial statements and schedule of OrNda
HealthCorp included in its Annual Report (Form 10-K) for the year ended August
31, 1995, filed with the Securities Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Nashville, Tennessee
January 22, 1996
Exhibit 24(b)
CERTIFICATE OF THE SECRETARY
OF
ORNDA HEALTHCORP
I, Ronald P. Soltman, Secretary of OrNda HealthCorp, do hereby certify that
the following is a true and correct copy of a resolution passed by the Board of
Directors of the Corporation on January 19, 1996, and that this resolution is
still in full force and effect and as of the date hereof has not been in any
respect altered, revised or repealed, and that the resolution does not in any
manner contravene the Articles of Incorporation or the Bylaws of the
Corporation:
RESOLVED, that each officer and director of the Corporation who may be
required to execute such Registration Statement or any amendment thereof
(whether on behalf of the Corporation or as an officer or director thereof)
be and hereby is authorized to execute a power of attorney appointing Keith
B. Pitts and Ronald P. Soltman, and each of them, as true and lawful
attorneys and agents, to execute in his name, place and stead (in any such
capacity) said Registration Statement and any and all amendments thereto, and
any and all documents in connection therewith, and to file the same with the
Commission, each of said attorneys and agents to have power to act with or
without the other and to have the full power and authority to do and perform
in the name and on behalf of each of said officers and directors, or both, as
the case may be, every act whatsoever necessary or advisable to be done as
fully and to all intents and purposes as any such officer or director might
or could do in person;
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January,
1996.
/s/ Ronald P. Soltman
Ronald P. Soltman
Secretary
