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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996
REGISTRATION NO. 333-
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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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PARACELSUS HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
CALIFORNIA 95-3565943
(State or Other Jurisdiction of Incorporation or (IRS Employer Identification
Organization) No.)
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155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CALIFORNIA 91101
(Address, Including Zip Code, of Principal Executive Offices)
PARACELSUS HEALTHCARE CORPORATION 1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ROBERT C. JOYNER
PARACELSUS HEALTHCARE CORPORATION
155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CALIFORNIA 91101
(818) 792-8600
(Name, Address, Including Zip Code, and Telephone Number of Agent for Service)
------------------------
COPY TO:
THOMAS C. JANSON, JR.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PRICE PER SHARE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED (1) (1) FEE (1)
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Common Stock, no stated par
value per share.............. 8,749,933(2) $8.50 $74,374,430.50 $25,646.36
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Plus such additional number of shares of common stock, no stated par value,
of Paracelsus Healthcare Corporation (the "Common Stock") as may be issuable
pursuant to the antidilution provisions of the Paracelsus Healthcare
Corporation 1996 Stock Incentive Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
have been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Paracelsus Healthcare Corporation, a
California corporation (the "Company"), pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended September 30, 1995;
(b) Quarterly Reports on Form 10-Q for the period ended December 31, 1995
and March 31, 1995;
(c) Current Reports on Form 8-K dated December 5, 1995, April 12, 1996 and
May 17, 1996;
(d) Proxy Statement/Prospectus dated July 19, 1996; and
(e) The description of the Common Stock which is contained in the
Registration Statement on Form S-1 dated August 14, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 statement contained herein or 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 that is
or is deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any statement so modified or superseded shall not be deemed
to constitute a part of this registration statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article IV of the Company's Articles
of Incorporation (Exhibit 4.1 hereto) and Article V of the Company's Bylaws
(Exhibit 4.2 hereto) provide for indemnification of the Company's directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
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ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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4.1 Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Registration
Statement on Form S-1 filed by the Company on August 5, 1993 (Commission File Number
33-67040) and incorporated herein by reference).
4.2 Bylaws of the Company (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed
by the Company on August 5, 1993 (Commission File Number 33-67040) and incorporated herein
by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit
5.1).
24.1 Power of Attorney (included on the signature page of this registration statement).
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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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 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.
3
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(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 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.
(c) 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 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 the 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 Act and will be governed by the final adjudication of
such issue.
4
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints R. J.
Messenger, James T. Rush and Robert C. Joyner, 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 or 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, and to take such actions in, and file with the appropriate
authorities in, whatever states said attorneys-in-fact and agents, and each of
them, shall determine, such applications, statements, consents and other
documents as may be necessary to register securities of the Company for sale,
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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
registrant hereby confers like authority on its behalf.
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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 Houston, State of Texas, on this 14th day of August,
1996.
PARACELSUS HEALTHCARE CORPORATION
By /s/ ROBERT C. JOYNER
-----------------------------------
Robert C. Joyner
VICE PESIDENT AND GENERAL COUNSEL
5
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, on August 14, 1996.
/s/ DR. MANFRED GEORGE KRUKEMEYER
- ---------------------------------------- Chairman of the Board
Dr. Manfred George Krukemeyer
/s/ R. J. MESSENGER
- ---------------------------------------- President, Chief Executive Officer,
R. J. Messenger Secretary and Director (principal
(Attorney-in-Fact) executive officer)
/s/ JAMES T. RUSH
- ---------------------------------------- Vice President, Finance and Chief
James T. Rush Financial Officer (principal
(Attorney-in-Fact) executive officer)
/s/ SCOTT BARTON
- ---------------------------------------- Assistant Vice President and
Scott Barton Corporate Controller (controller)
/s/ MICHAEL D. HOFMANN
- ---------------------------------------- Director
Michael D. Hofmann
/s/ CHRISTIAN A. LANGE
- ---------------------------------------- Director
Christian A. Lange
6
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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4.1 Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Registration Statement
on Form S-1 filed by the Company on August 5, 1993 (Commission File Number 33-67040) and
incorporated herein by reference).
4.2 Bylaws of the Company (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed
by the Company on August 5, 1993 (Commission File Number 33-67040) and incorporated herein by
reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the securities
being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (included in their opinion filed as Exhibit
5.1).
24.1 Power of Attorney (included on the signature page of this registration statement).
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7
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EXHIBIT 5.1
August 16, 1996
Paracelsus Healthcare Corporation
155 North Lake Avenue, Suite 1100
Pasadena, California 91101
Re: Paracelsus Healthcare Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") that you intend to file with the Securities and
Exchange Commission (the "Commission") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 8,749,933
shares (the "Shares") of common stock, no stated value per share (the "Common
Stock"), of Paracelsus Healthcare Corporation, a California corporation (the
"Company"), issuable by the Company under the Paracelsus Healthcare Corporation
1996 Stock Incentive Plan (the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) an executed copy of the Plan, (ii) the Restated Articles of Incorporation of
the Company as in effect on the date hereof, (iii) the Amended and Restated
Bylaws of the Company, as in effect on the date hereof, (iv) certain resolutions
of the Board of Directors of the Company relating to, among other things, the
Shares, the Plan and the Registration Statement, (v) a specimen of the
certificate representing the Common Stock and (vi) such other documents,
certificates and records as we have considered necessary or appropriate for
purposes of this opinion. In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of California and
we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, and assuming (i) the valid issuance
of options and other awards pursuant to the Plan and (ii) the conformity of the
certificates representing the Shares to the form thereof examined by us and the
due execution and countersignature of such certificates, we are of the opinion
that the Shares, when issued upon exercise of options or in connection with
other awards in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of the rules and regulations of the
Commission.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Paracelsus Healthcare Corporation 1996 Stock
Incentive Plan of our report dated December 14, 1995, with respect to the
consolidated financial statements and schedule of Paracelsus Healthcare
Corporation included in its Annual Report (Form 10-K) for the year ended
September 30, 1995, and in its Proxy Statement/Prospectus dated July 19, 1996,
that is made a part of the Registration Statement (Form S-4), filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
August 15, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) our report dated
February 27, 1996, on our audit of the Champion Healthcare Corporation as of
December 31, 1994 and 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1995; (ii) our report dated February 16, 1996, on
our audit of Dakota Heartland Health System as of December 31, 1994 and 1995,
and the related statements of income, partners' equity and cash flows for the
year ended December 31, 1995; (iii) our report dated December 28, 1995, on our
audit of Jordan Valley Hospital as of September 30, 1995 and the related
statements of income and change in owner's equity and cash flows for the period
from January 1, 1995 through September 30, 1995; and (iv) our report dated June
11, 1995, on our audit of Salt Lake Regional Medical Center as of May 31, 1994
and April 13, 1995, and the related consolidated statements of income, equity,
and cash flows for each of the two years in the period ended May 31, 1994 and
for the period from June 1, 1994 through April 13, 1995, which reports are
incorporated by reference in this Form S-8 related to the registration of
8,749,933 shares of Common Stock, no stated par value per share for the
Paracelsus Healthcare Corporation 1996 Stock Incentive Plan.
COOPERS & LYBRAND L.L.P.
Houston, Texas
August 15, 1996
