<PAGE>
As filed with the Securities and Exchange Commission on January 30, 1996
Registration No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Two Perimeter Park South, Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)
SURGICAL CARE AFFILIATES INCENTIVE STOCK PLAN OF 1986
SURGICAL CARE AFFILIATES 1990 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Copy to:
<TABLE>
<S> <C>
RICHARD M. SCRUSHY
Chairman of the Board
and Chief Executive Officer WILLIAM W. HORTON, ESQ.
HEALTHSOUTH Corporation Group Vice President--Legal Services
Two Perimeter Park South HEALTHSOUTH Corporation
Birmingham, Alabama 35243 Two Perimeter Park South
(Name and address of agent for service) Birmingham, Alabama 35243
(205) 967-7116 (205) 967-7116
Telephone number, including area code, of agent for service)
</TABLE>
--------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) per Share (2) Price (2) Fee (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par 1,500,000 shares N/A $22,497,750 $7,757.23
Value $.01 Per Share
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The amount being registered represents 1,500,000 authorized and unissued
shares reserved for issuance upon the exercise of warrants and options
issued under the Plans and outstanding as of January 17, 1996.
(2) In accordance with Rule 457(h) promulgated under the Securities Act of
1933, the maximum aggregate offering price and the registration fee are
based on the aggregate exercise price of warrants and options outstanding
under the Plans, with individual exercise prices ranging from $.84 to
$38.31.
</FN>
==================================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement, and specifically made a part hereof, the following documents
heretofore filed by HEALTHSOUTH Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission"), pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, as amended.
2. The Company's Proxy Statement used in connection with the
solicitation of proxies for the 1995 Annual Meeting of Stockholders,
held June 6, 1995.
3. The Company's Quarterly Reports on Form 10-Q, as amended, for
the quarters ended March 31, June 30 and September 30, 1995.
4. The Company's Current Report on Form 8-K, as amended, filed
January 13, 1995 (relating to the acquisition of ReLife, Inc.).
5. The Company's Current Report on Form 8-K, as amended, filed
February 1, 1995 (relating to the acquisition of Surgical Health
Corporation).
6. The Company's Current Report on Form 8-K, as amended, filed
February 21, 1995 (relating to the NovaCare Rehabilitation Hospitals
acquisition).
7. The Company's Current Report on Form 8-K filed August 15, 1995
(relating to the acquisition of Surgical Health Corporation).
8. The Company's Current Report on Form 8-K filed September 7,
1995 (relating to the acquisition of Sutter Surgery Centers, Inc.).
9. The Company's Current Report on Form 8-K, as amended, filed
October 20, 1995 (relating to the acquisition of Surgical Care
Affiliates, Inc.).
10. The Company's Current Report on Form 8-K filed October 30,
1995 (relating to the acquisition of Caremark Orthopedic Services
Inc.).
11. The Company's Current Report on Form 8-K filed November 13,
1995 (relating to the consummation of the acquisition of Sutter Surgery
Centers, Inc.).
12. The Company's Current Report on Form 8-K filed January 3, 1996
(relating to the acquisition of Advantage Health Corporation).
II-1
<PAGE>
13. The Company's Current Report on Form 8-K filed January 29,
1996 (relating to the consummation of the acquisition of Surgical Care
Affiliates, Inc.).
14. The description of The Company's capital stock contained in
The Company's Registration Statement on Form 8-A filed August 26, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this 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 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.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock offered pursuant to
this Registration Statement will be passed upon for the Company by Haskell
Slaughter Young & Johnston, Professional Association, 1200 AmSouth/Harbert
Plaza, 1901 Sixth Avenue North, Birmingham, Alabama 35203. At December 31, 1995,
attorneys with the firm of Haskell Slaughter Young & Johnston, Professional
Association, owned beneficially an aggregate of 9,930 shares and held
currently-exercisable options to acquire an additional 15,000 shares of the
Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
In June 1986, Delaware enacted legislation which authorized
corporations to eliminate the personal liability of directors to corporations
and their stockholders for monetary damages for breach or alleged breach of
directors' fiduciary "duty of care". Under prior Delaware law, directors were
accountable to corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their duty of care.
Although the 1986 statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. Numerous complaints, not involving the Company, alleging breach
of directors' duty of care have been filed in connection with corporate mergers
and acquisitions, and the 1986 statute limits available remedies of stockholders
in connection with these transactions as well as in other circumstances. The
1986 statute has no effect on a director's liability for: (a) breach of the
director's duty of loyalty; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) a corporation's illegal
payment of dividends; and (d) approval of any transaction from which the
director derives an improper personal benefit.
II-2
<PAGE>
Pursuant to this Delaware statute, the Company has included in its
Restated Certificate of Incorporation, which became effective on October 1,
1986, a provision to eliminate the personal liability of its Directors for
monetary damages for breach or alleged breach of their duty of care. In
addition, the Company's Bylaws provide that the Company shall indemnify its
Directors and officers to the full extent permitted by Delaware law, including
in circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company believes that these provisions are necessary to
attract and retain qualified persons as Directors and officers.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Company where indemnification will be required or
permitted. The Company is not aware of any threatened litigation or proceeding
which may result in a claim for indemnification by any Director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits (numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. Exhibit
----------- -------
4(a) Surgical Care Affiliates Incentive Stock Plan of 1986,
filed as Exhibit 10(g) to Surgical Care Affiliates,
Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13364).
4(b) Surgical Care Affiliates 1990 Non-Qualified
Stock Option Plan for Non-Employee Directors,
filed as Exhibit 10(i) to Surgical Care
Affiliates, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1990
(Commission File No. 0-13364).
5 Opinion of Haskell Slaughter Young & Johnston,
Professional Association.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Haskell Slaughter Young & Johnston,
Professional Association (contained within
Opinion of Counsel included as Exhibit 5).
24 Powers of Attorney (See Signature Page).
II-3
<PAGE>
Item 9. Undertakings.
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:
(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;
(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.
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 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.
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.
II-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
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 Birmingham, State of Alabama, on January 30, 1996.
HEALTHSOUTH Corporation
By RICHARD M. SCRUSHY
----------------------------------------
Richard M. Scrushy
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears
below constitutes and appoints Richard M. Scrushy and Aaron Beam, Jr., and each
of them, his attorney-in-fact, with power of substitution for him or her in any
and all capacities, to sign any amendments, supplements or other instruments he
or she deems necessary or appropriate, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may 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 the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
RICHARD M. SCRUSHY
---------------------- Chairman of the Board January 30, 1996
(Richard M. Scrushy) and Chief Executive Officer
and Director
AARON BEAM, JR.
---------------------- Executive Vice President and January 30, 1996
(Aaron Beam, Jr.) Chief Financial Officer
(Principal Financial Officer)
WILLIAM T. OWENS Senior Vice President and Controller January 30, 1996
---------------------- (Principal Accounting Officer)
(William T. Owens)
RICHARD F. CELESTE Director January 30, 1996
----------------------
(Richard F. Celeste)
JOHN S. CHAMBERLIN Director January 30, 1996
----------------------
(John S. Chamberlin)
C. SAGE GIVENS Director January 30, 1996
----------------------
(C. Sage Givens)
CHARLES W. NEWHALL III Director January 30, 1996
----------------------
(Charles W. Newhall III)
II-5
<PAGE>
GEORGE H. STRONG Director January 30, 1996
----------------------
(George H. Strong)
PHILLIP C. WATKINS Director January 30, 1996
----------------------
(Phillip C. Watkins)
JAMES P. BENNETT Director January 30, 1996
----------------------
(James P. Bennett)
LARRY R. HOUSE Director January 30, 1996
----------------------
(Larry R. House)
ANTHONY J. TANNER Director January 30, 1996
----------------------
(Anthony J. Tanner)
P. DARYL BROWN Director January 30, 1996
----------------------
(P. Daryl Brown)
</TABLE>
II-6
<PAGE>
Exhibit 5
Haskell Slaughter Young & Johnston,
Professional Association
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203-2618
January 29, 1996
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
Re: Registration Statement on Form S-8 --
Surgical Care Affiliates Incentive Stock Plan of 1986 and
Surgical Care Affiliates 1990 Non-Qualified Stock Option Plan
for Non-Employee Directors
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,129,509 shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued to participants of the Company's Surgical Care Affiliates Incentive
Stock Plan of 1986 and Surgical Care Affiliates 1990 Non- Qualified Stock Option
Plan for Non-Employee Directors (the "Plans"), pursuant to the Company's
Registration Statement on Form S-8 relating thereto (the "Registration
Statement"). This opinion is furnished to you pursuant to the requirements of
Form S-8.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of the Shares
and the authorization and adoption of the Plan as we have deemed necessary and
appropriate.
Based upon the foregoing, and having regard for such legal
considerations we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized.
<PAGE>
HEALTHSOUTH Corporation
January 29, 1996
Page 2
2. Upon issuance, sale and delivery of the Shares as contemplated in
the Registration Statement and the Plans, the Shares will be legally issued,
fully paid and nonassessable.
We do hereby consent to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the Registration Statement and to
the filing of this Opinion as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER YOUNG & JOHNSTON
Professional Association
By /s/ J. BROOKE JOHNSTON, JR.
--------------------------------------
J. Brooke Johnston, Jr.
<PAGE>
EXHIBIT 23(a)
Consent of Ernst & Young LLP,
Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Surgical Care Affiliates Incentive Stock Plan of 1986 and
the Surgical Care Affiliates 1990 Non-Qualified Stock Option Plan For
Non-Employee Directors of HEALTHSOUTH Corporation 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 and schedule of HEALTHSOUTH
Corporation included in its Annual Report (Form 10-K/A) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
Birmingham, Alabama
January 30, 1996
