As filed with the Securities and Exchange Commission on December 17, 1996
Registration No. 333-______________
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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HEALTHSOUTH Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware 63-0860407
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
Two Perimeter Park South, Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)
READICARE, INC.
1991 STOCK OPTION PLAN
READICARE, INC.
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Titles of the Plans)
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<S> <C>
RICHARD M. SCRUSHY Copy to:
Chairman of the Board
and Chief Executive Officer WILLIAM W. HORTON, ESQ.
HEALTHSOUTH Corporation Senior Vice President and Corporate Counsel
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)
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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
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====================================================================================================================================
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)
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<S> <C> <C> <C> <C>
Common Stock, Par
Value $.01 Per Share 185,351 shares N/A $ 2,134,547.10 $ 646.84
====================================================================================================================================
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(1) The amount being registered represents 185,351 authorized and unissued
shares reserved for issuance upon the exercise of options issued under
the Plans and outstanding as of December 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 options outstanding under the
Plans, which individual exercise prices range from $6.72 to $26.81 per
share.
<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, 1995, as amended.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996.
3. The Company's Current Report on Form 8-K filed January 3, 1996, as
amended (relating to the acquisition of Advantage Health Corporation
("Advantage Health")).
4. The Company's Current Report on Form 8-K filed January 8, 1996
(relating to the acquisition of Advantage Health).
5. The Company's Current Report on Form 8-K filed January 10, 1996
(relating to the acquisition of Sutter Surgery Centers, Inc.).
6. The Company's Current Report on Form 8-K filed January 17, 1996
(relating to the consummation of the acquisition of Surgical Care
Affiliates, Inc. ("SCA")).
7. The Company's Current Report on Form 8-K filed March 29, 1996
(relating to the consummation of the acquisition of Advantage Health).
8. The Company's Current Report on Form 8-K filed March 20, 1996
(reporting combined earnings of HEALTHSOUTH and SCA for February 1996).
9. The Company's Current Report on Form 8-K filed May 20, 1996
(reporting combined earnings of HEALTHSOUTH and Advantage Health for April
1996).
10. 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
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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.
Not applicable.
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.
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.
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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) ReadiCare, Inc. 1991 Stock Option Plan, filed as an
exhibit to ReadiCare, Inc.'s Annual Report on Form
10-K for the fiscal year ended February 29, 1992, is
incorporated herein by reference.
4(b) ReadiCare, Inc. Stock Option Plan for Non-Employee
Directors, as amended, filed as an exhibit to
ReadiCare, Inc.'s Annual Report on Form 10-K for the
fiscal year ended February 29, 1992 and as an exhibit
to ReadiCare, Inc.'s Annual Report on Form 10-K for
the fiscal year ended February 28, 1994, is hereby
incorporated herein by reference.
5 Opinion of Haskell Slaughter & Young, L.L.C.
23 Consent of Ernst & Young LLP.
24 Powers of Attorney (See Signature Page).
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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.
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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 December 17, 1996.
HEALTHSOUTH Corporation
By /s/ 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.
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Signature Capacity Date
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/s/ RICHARD M. SCRUSHY Chairman of the Board December 17, 1996
- ----------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ AARON BEAM, JR. Executive Vice President and December 17, 1996
- ----------------------------------------- Chief Financial Officer
(Aaron Beam, Jr.) (Principal Financial Officer)
/s/ WILLIAM T. OWENS Senior Vice President and Controller December 17, 1996
- ----------------------------------------- (Principal Accounting Officer)
(William T. Owens)
/s/ RICHARD F. CELESTE Director December 17, 1996
- -----------------------------------------
(Richard F. Celeste)
/s/ JOHN S. CHAMBERLIN Director December 17, 1996
- -----------------------------------------
(John S. Chamberlin)
/s/ C. SAGE GIVENS Director December 17, 1996
- -----------------------------------------
(C. Sage Givens)
/s/ CHARLES W. NEWHALL III Director December 17, 1996
- -----------------------------------------
(Charles W. Newhall III)
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/s/ GEORGE H. STRONG Director December 17, 1996
- -----------------------------------------
(George H. Strong)
/s/ PHILLIP C. WATKINS Director December 17, 1996
- -----------------------------------------
(Phillip C. Watkins)
/s/ JAMES P. BENNETT Director December 17, 1996
- -----------------------------------------
(James P. Bennett)
/s/ LARRY R. HOUSE Director December 17, 1996
- -----------------------------------------
(Larry R. House)
/s/ ANTHONY J. TANNER Director December 17, 1996
- -----------------------------------------
(Anthony J. Tanner)
/s/ P. DARYL BROWN Director December 17, 1996
- -----------------------------------------
(P. Daryl Brown)
/s/ JOEL C. GORDON Director December 17, 1996
- -----------------------------------------
(Joel C. Gordon)
/s/ RAYMOND J. DUNN, III Director December 17, 1996
- -----------------------------------------
(Raymond J. Dunn, III)
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Exhibit 5
Haskell Slaughter & Young, L.L.C.
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203
December 17, 1996
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
Re: Registration Statement on Form S-8 --
ReadiCare, Inc. 1991 Stock
Option Plan and ReadiCare, Inc. 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 185,351 shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued to participants of the ReadiCare, Inc. 1991 Stock Option Plan and the
ReadiCare, Inc. 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
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.
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HEALTHSOUTH Corporation
December 17, 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 filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By /s/ MARK EZELL
---------------------------
Mark Ezell
Exhibit 23
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the ReadiCare, Inc. 1991 Stock Option Plan and the ReadiCare,
Inc. Stock Option Plan for Non-Employee Directors of our report dated May 23,
1996, 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, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
December 16, 1996
