<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1995
Registration No. 33-62475
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement Under The Securities Act of 1933
-------------------
HEALTHSOUTH Corporation
(Exact Name of Registrant as Specified in its Charter)
-------------------
Delaware 63-0860407
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
Two Perimeter Park South, Birmingham, Alabama 35243
(205) 967-7116
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
RICHARD M. SCRUSHY
Chairman of the Board and
Chief Executive Officer
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
(205) 967-7116
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
Copies to:
-------------------
<TABLE>
<CAPTION>
<S> <C> <C>
J. BROOKE JOHNSTON, JR., ESQ WILLIAM W. HORTON, ESQ. NATHANIEL M. CARTMELL III, ESQ.
BEALL D. GARY, JR., ESQ. Group Vice President--Legal Services KAREN A. DEMPSEY, ESQ.
Haskell Slaughter Young & Johnston, HEALTHSOUTH Corporation J. KEITH BIANCAMANO, ESQ.
Professional Association Two Perimeter Park South Pillsbury Madison & Sutro
1200 AmSouth/Harbert Plaza Birmingham, Alabama 35243 Post Office Box 7880
1901 Sixth Avenue North San Francisco, California 94120
Birmingham, Alabama 35203
</TABLE>
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Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.[]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further Amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts are estimated except the
Securities and Exchange Commission registration fee, the NASD filing fee and the
New York Stock Exchange additional listing fee.
Amount
-------
SEC registration fee................ $ 99,783
NASD filing fee .................... 29,437
NYSE additional listing fee......... 44,725
Blue Sky fees and expenses ......... 7,500
Accounting fees and expenses ...... 50,000
Legal fees and expenses ............ 75,000
Printing and engraving ............. 150,000
Registrar and transfer agent's fees 5,000
Miscellaneous fees and expenses .... 39,005
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Total.............................. $500,000
Item 15. Indemnification of Directors and Officers
Section 102(b)(7) of the General Corporation Law of the State of Delaware
grants corporations the right to limit or eliminate the personal liability of
their Directors in certain circumstances in accordance with provisions therein
set forth. Article NINTH of HEALTHSOUTH's Restated Certificate of Incorporation
provides for the elimination of personal liability of a Director to the
corporation or its stockholders for monetary damage for the breach of the
Director's fiduciary duty to the full extent allowable under such Section
102(b)(7).
Section 145 of the General Corporation Law of the State of Delaware grants
corporations the right to indemnify their directors, officers, employees and
agents in accordance with the provisions therein set forth. Article VI of
HEALTHSOUTH's Bylaws provides for the indemnification of such persons to the
full extent allowable under applicable law.
HEALTHSOUTH has entered into agreements with all of its Directors and its
executive officers pursuant to which the company has agreed to indemnify such
Directors and executive officers against liability incurred by them by reason of
their services as a Director to the fullest extent allowable under applicable
law.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of the registrant, its directors and officers, and by the
Registrant of the Underwriters and certain related persons, for certain
liabilities arising under the Act and affords certain rights of contribution
with respect thereto.
II-1
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Item 16. Exhibits.
Exhibit
Number Description of Document
- ------------ -----------------------
(1)* Form of Underwriting Agreement.
(5) Opinion of Haskell Slaughter Young & Johnston, Professional
Association.
(11)* Statement re Computation of Per Share Earnings.
(23)-1 Consent of Ernst & Young LLP.
(23)-2 Consent of Haskell Slaughter Young & Johnston, Professional
Association (included in opinion filed as Exhibit (5)).
(24)* Powers of Attorney.
(27)-1* Financial Data Schedule, year-end.
(27)-2* Financial Data Schedule, six-months.
_________
* Previously filed.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Act, the information
omitted from the form of Prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
II-2
<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-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on September 26 ,
1995.
HEALTHSOUTH Corporation
By: /s/ Richard M. Scrushy
------------------------
Richard M. Scrushy,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
- ----------- --------------------------- -------
/s/ Richard M. Scrushy
- ------------------------
<S> <C> <C>
Richard M. Scrushy Chairman of the Board September 26, 1995
and Chief Executive Officer
and Director
*
- ------------------------
Aaron Beam, Jr. Executive Vice President and September 26, 1995
Chief Financial Officer
*
- ------------------------
William T. Owens Senior Vice President September 26, 1995
and Controller (Principal
Accounting Officer)
*
- ------------------------
James P. Bennett Director September 26, 1995
*
- ------------------------
Anthony J. Tanner Director September 26, 1995
*
- ------------------------
P. Daryl Brown Director September 26, 1995
*
- ------------------------
Phillip C. Watkins, M.D. Director September 26, 1995
II-3
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*
- -------------------------
George H. Strong Director September 26, 1995
*
- -------------------------
C. Sage Givens Director September 26, 1995
*
- -------------------------
Charles W. Newhall III Director September 26, 1995
*
- -------------------------
Larry R. House Director September 26, 1995
*
- -------------------------
John S. Chamberlin Director September 26, 1995
*
- -------------------------
Richard F. Celeste Director September 26, 1995
</TABLE>
By: /s/ Richard M. Scrushy
------------------------
Richard M. Scrushy,
Attorney-in-Fact
II-4
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EXHIBIT INDEX
Exhibit
Number Description of Document Page
- ------------ ----------------------- ----
(1)* Form of Underwriting Agreement.
(5) Opinion of Haskell Slaughter Young & Johnston, Professional
Association.
(11)* Statement re Computation of Per Share Earnings.
(23)-1 Consent of Ernst & Young LLP.
(23)-2 Consent of Haskell Slaughter Young & Johnston, Professional
Association (included in opinion filed as Exhibit (5)).
(24)* Powers of Attorney.
(27)-1* Financial Data Schedule, year-end.
(27)-2* Financial Data Schedule, six-months.
_________
* Previously filed.
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HASKELL SLAUGHTER YOUNG & JOHNSTON
Professional Association
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203
Telephone (205) 251-1000
Facsimile (205) 324-1133
September 26, 1995
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
Re: HEALTHSOUTH Corporation
Registration Statement on Form S-3
(Commission File No. 33-62475)
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a corporation
organized and existing under the laws of the State of Delaware (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3
(Commission File No. 33-62475) (the "Registration Statement"), of a public
offering by the Company of an aggregate of 11,000,000 shares and, in the event
the Underwriters exercise their over-allotment option, up to an additional
1,650,000 shares (the "Shares") of the Company's authorized Common Stock, par
value $.01 per share.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
the Registration Statement and Amendment No. 1 thereto, and of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization and issuance of the Shares as we have deemed
necessary and appropriate.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
(1) The Shares have been duly authorized.
<PAGE>
HEALTHSOUTH Corporation
September 26, 1995
Page 2
(2) Upon issuance, sale and delivery of the Shares as contemplated in
the Registration Statement, the Shares will be legally issued, fully paid and
nonassessable.
Very truly yours,
HASKELL SLAUGHTER YOUNG & JOHNSTON,
Professional Association
By: /s/ Beall D. Gary, Jr.
---------------------------------
Beall D. Gary, Jr.
<PAGE>
Exhibit (23)-1
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 33-62475) and
related Prospectus of HEALTHSOUTH Corporation for the registration of 11,000,000
shares of its common stock and to the inclusion therein of our report dated
March 1, 1995, except for Notes 2 and 17, as to which the date is June 13, 1995,
with respect to the consolidated financial statements of HEALTHSOUTH Corporation
for the periods indicated in the index to financial statements.
Further, we consent to the incorporation by reference therein of our
report dated July 10, 1995, with respect to the consolidated financial
statements of Rehab Systems Company included in its Current Report on Form
8-K/A, as amended, dated September 8, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
September 26, 1995
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