<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1996
Registration Statement No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VENCOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-10550202
(state or other jurisdiction I.R.S. Employer Identification Number
of incorporation or organization)
3300 PROVIDIAN CENTER
400 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(Address of Principal Executive Offices)
----------------
VENCOR INC. 1987 INCENTIVE COMPENSATION PROGRAM
(Additional Shares)
(Full Title of the plan)
JILL L. FORCE COPY TO:
Vice President, General Counsel
and Corporate Secretary IVAN M. DIAMOND
Vencor, Inc. Greenebaum Doll & McDonald PLLC
3300 Providian Center 3300 National City Tower
400 West Market Street Louisville, Kentucky 40202
Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 596-7300
(Telephone number, including area code, of
agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering aggregate offering registration fee
price per share* price*
==========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 3,737,438 shares $33.125 $123,802,634 $42,691
value $0.25 per share
each with .667 of an
associated
participating preferred
stock purchase right
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee. This
estimate has been calculated in accordance with Rule 457(h) of the Securities
Act of 1933, as amended, and is based on the average of the high and low prices
per share as reported on the New York Stock Exchange on April 18, 1996.
<PAGE>
AVAILABLE INFORMATION
Vencor, Inc. (the "Company" or the "Registrant") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
Citicorp Center, 300 West Madison Street, Chicago, Illinois 60661, and Seven
World Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is listed on the New York Stock Exchange, and copies of
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005. In addition, certain of such materials are also available
through the Commission's Electronic Data Gathering and Retrieval System
("EDGAR").
1
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PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by Vencor, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") (File No. 1-10989) are
incorporated into this Registration Statement by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Registration Statement No. 33-34191 dated April 3, 1990, post-
effective amendment No. 1 thereto dated December 7, 1992, and
Registration Statement No. 33-40949 filed by the Registrant under the
Securities Act of 1933 on Form S-8.
(c) The description of Registrant's shares of Common Stock, par value $.25
per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant with the Commission on Form 8-A,
dated January 22, 1992; the description of the Registrant's
Participating Preferred Stock Purchase Rights contained in the
Registration Statement filed by the Registrant with the Commission on
Form 8-A dated July 21, 1993, and Form 8-A/A dated August 11, 1995;
and all other amendments and reports filed for the purpose of updating
such descriptions 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
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 which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the filing date of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
William C. Ballard Jr., a director of the Registrant, is of counsel to the
firm of Greenebaum Doll & McDonald and as of March 15, 1996 beneficially owned
28,907 shares of Registrant's Common Stock. A member of Greenebaum Doll &
McDonald PLLC who participated in the preparation of the Registration Statement
beneficially owned 4,700 shares of Registrant's Common Stock as of March 15,
1996. Greenebaum Doll & McDonald PLLC, Louisville, Kentucky, has rendered the
opinion as to the validity of the securities being registered hereunder.
ITEM 8. EXHIBITS.
- ------ --------
See Exhibit Index.
2
<PAGE>
ITEM 9. UNDERTAKINGS.
- ------ ------------
(a) Rule 415 offerings.
------------------
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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by 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) Filings incorporating subsequent Exchange Act documents by reference.
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c) Filing of Registration Statement on Form S-8.
--------------------------------------------
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, Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed
3
<PAGE>
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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, 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.
4
<PAGE>
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 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 Louisville, Commonwealth of Kentucky, on
April 19, 1996.
VENCOR, INC.
By: W. Bruce Lunsford
-----------------------------------
W. Bruce Lunsford
Chairman of the Board,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS W. BRUCE LUNSFORD, WITH FULL POWER TO ACT WITHOUT
THE OTHER, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, 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 OR
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 OR 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 EACH SUCH ATTORNEY-IN-FACT AND AGENT,
OR HIS OR HER SUBSTITUTE, 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 by the following persons in their
capacities and on the date indicated.
Name and Signature Title Date
/s/ William C. Ballard Jr. Director April 19, 1996
- --------------------------
William C. Ballard Jr.
/s/ Michael R. Barr Executive Vice President, April 19, 1996
- -------------------------- Chief Operating Officer
Michael R. Barr and Director
/s/ Walter F. Beran Director April 19, 1996
- --------------------------
Walter F. Beran
/s/ Donna R. Ecton Director April 19, 1996
- --------------------------
Donna R. Ecton
5
<PAGE>
/s/ Greg D. Hudson Director April 19, 1996
- --------------------------
Greg D. Hudson
/s/ Richard A. Lechleiter Vice President, Finance and April 19, 1996
- -------------------------- Corporate Controller (Principal
Richard A. Lechleiter Accounting Officer)
/s/ William H. Lomicka Director April 19, 1996
- --------------------------
William H. Lomicka
/s/ W. Bruce Lunsford Chairman of the Board, April 19, 1996
- -------------------------- President, Chief Executive
W. Bruce Lunsford Officer (Principal Executive
Officer) and Director
/s/ W. Earl Reed, III Executive Vice President, April 19, 1996
- -------------------------- Chief Financial Officer
W. Earl Reed, III (Principal Financial
Officer) and Director
/s/ R. Gene Smith Vice Chairman of the Board April 19, 1996
- -------------------------- and Director
R. Gene Smith
/s/ Jack O. Vance Director April 19, 1996
- --------------------------
Jack O. Vance
6
<PAGE>
EXHIBIT INDEX
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Page No.
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4.1 Certificate of Incorporation of the Company, as
amended. Exhibit 3 to the Company's 10-Q for the
quarterly period ended September 30, 1995 (Comm.
File No. 1-10989) is hereby incorporated by reference.
4.2 Second Amended and Restated Bylaws of the Company.
Exhibit 3.2 to the Company's 10-K for the year
ended December 31, 1995 (Comm. File No. 1-10989) is
hereby incorporated by reference.
4.3 $1 Billion Credit Agreement dated September 11,
1995 (conformed to include Amendment No. 1) among the
Company, various banks and other financial institutions,
Morgan Guaranty Trust Company of New York, (as
Documentation Agent), Nationsbank, N.A. (as Administrative
Agent) and J. P. Morgan Delaware (as Collateral Agent).
Exhibit 4(b) to the Company's 10-Q for the quarterly
period ended September 30, 1995 (Comm. File No. 1-10989)
is hereby incorporated by reference.
4.4 Amendment No. 2 to Credit Agreement dated as of
September 11, 1995 among the Company, the other
Borrowers referred to therein and the Banks, Co-Agents,
LC Issuing Banks and Agents referred to therein. Exhibit
4(c) to the Company's 10-Q for the quarterly period ended
September 30, 1995 (Comm. File No. 1-10989) is hereby
incorporated by reference.
4.5 Amendment No. 3 to Credit Agreement dated as of
November 27, 1995 among the Company, the other
Borrowers referred to therein and the Banks, Co-Agents,
LC Issuing Banks and Agents referred to therein. Exhibit
4.5 to the Company's 10-K for the year ended December 31,
1995 (Comm File No. 1-10989) is hereby incorporated by
<PAGE>
EXHIBIT INDEX
-------------
Page No.
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reference.
4.6 Warrant and Registration Rights Agreement among
Hillhaven, Tenet and Manufacturers Hanover Trust
Company of California, dated as of January 31, 1990.
Exhibit 4.6 to the Company's 10-K for the year ended
December 31, 1995 (Comm. File No. 1-10989) is hereby
incorporated by reference.
4.7 Form of Indenture between Hillhaven and State
Street Bank and Trust Company, as Trustee with respect
to the 10 1/8% Senior Subordinated Notes due 2001.
Exhibit 4.7 to the Company's 10-K for the year ended
December 31, 1995 (Comm. File No. 1-10989) is hereby
incorporated by reference.
4.8 Form of 10 1/8% Senior Subordinated Note due
2001. Exhibit 4.8 to the Company's 10-K for the year
ended December 31, 1995 (Comm. File No. 1-10989) is
hereby incorporated by reference.
4.9 First Supplemental Indenture dated September 27,
1995, among the Company, Hillhaven and State Street
Bank and Trust Company, as Trustee, relating to 10 1/8%
Senior Subordinated Notes due 2001. Exhibit 4(a) to the
Company's 10-Q for the quarterly period ended September 30,
1995 (Comm. File No. 1-10989) is hereby incorporated
by reference.
5 Opinion of Greenebaum Doll & McDonald PLLC.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Greenebaum Doll & McDonald PLLC
(included in Exhibit 5).
<PAGE>
EXHIBIT INDEX
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Page No.
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24 Power of Attorney. (Included on signature page of
Registrant's Registration Statement on Form S-8.)
<PAGE>
EXHIBIT 5
April 22,1996
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Vencor, Inc. 1987 Incentive Compensation Program
Ladies and Gentlemen:
We have acted as legal counsel in connection with the preparation of the
Form S-8 Registration Statement ("Registration Statement") under the Securities
Act of 1933 covering 3,737,438 additional shares of common stock, par value $.25
per share (the "Shares") of Vencor, Inc., a Delaware corporation (the
"Company"), to be issued pursuant to the Vencor, Inc. 1987 Incentive
Compensation Program.
We have examined and are familiar with the Certificate of Incorporation, as
amended, and the amended and restated By-Laws of the Company, and the proposed
issuance of the Shares. We have also examined such other documents and
proceedings as we have considered necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Registration Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
GREENEBAUM DOLL & McDONALD PLLC
/ljh
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Vencor, Inc. 1987 Incentive Compensation Program of our
report dated March 1, 1996, with respect to the consolidated financial
statements and schedule of Vencor, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Louisville, Kentucky
April 18, 1996
