As filed with the Securities and Exchange Commission on December 15, 1997
REGISTRATION NO. 333-______________
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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)
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DELAWARE 63-0860407
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
1993 CONSULTANTS STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD M. SCRUSHY
Chairman of the Board
and Chief Executive Officer
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
(Name and address of agent for service)
(205) 967-7116
(Telephone number, including area code, of agent for service)
Copy to:
WILLIAM W. HORTON, ESQ.
Senior Vice President and Corporate Counsel
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
(205) 967-7116
--------------------
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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<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 (1)(2)
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<S> <C> <C> <C> <C>
Common Stock, Par
Value $.01 Per Share 2,300,000 shares N/A $61,093,750 $18,023
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</TABLE>
(1) 2,300,000 shares of the Common Stock of HEALTHSOUTH Corporation (the
"Company") in the above referenced plan are being registered in this
Registration Statement. An additional 1,200,000 shares of the Company's
Common Stock (adjusted to give effect to the two-for-one stock splits of
the Company's Common Stock effected on April 17, 1995, and March 17, 1997),
also issuable pursuant to the above-referenced plan, were previously
registered on Registration Statement No. 33-64316, for which registration
fees have previously been paid.
(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 a price of $26.5625 per share, which represents the average of the
high and low prices for the shares of HEALTHSOUTH Common Stock as reported
on the New York Stock Exchange on December 11, 1997.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Instruction E of
Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to
register an additional 2,300,000 shares of the Common Stock of HEALTHSOUTH
Corporation issuable pursuant to its Amended and Restated 1993 Consultants Stock
Option Plan, and includes the Registration Statement facing page, this page, the
signature page, an Exhibit Index, an Exhibit 5 Legal Opinion and an accountant's
consent. Pursuant to Instruction E, the content of the Company's Registration
Statement on Form S-8 (No. 33-64316), including the exhibits thereto, are
incorporated by reference into this Registration Statement.
<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 December 15, 1997.
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 Michael D. Martin, 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, subsequent
registration statements relating to the offering to which this statement
relates, 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>
/s/ RICHARD M. SCRUSHY Chairman of the Board December 15, 1997
- -------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ MICHAEL D. MARTIN Executive Vice President and December 15, 1997
- -------------------------------------- Chief Financial Officer
(Michael D. Martin) (Principal Financial Officer)
/s/ WILLIAM T. OWENS Senior Vice President and Controller December 15, 1997
- -------------------------------------- (Principal Accounting Officer)
(William T. Owens)
/s/ JOHN S. CHAMBERLIN Director December 15, 1997
- --------------------------------------
(John S. Chamberlin)
/s/ C. SAGE GIVENS Director December 15, 1997
- --------------------------------------
(C. Sage Givens)
/s/ CHARLES W. NEWHALL III Director December 15, 1997
- --------------------------------------
(Charles W. Newhall III)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ GEORGE H. STRONG Director December 15, 1997
- --------------------------------------
(George H. Strong)
/s/ PHILLIP C. WATKINS, M.D. Director December 15, 1997
- --------------------------------------
(Phillip C. Watkins, M.D.)
/s/ JAMES P. BENNETT Director December 15, 1997
- --------------------------------------
(James P. Bennett)
/s/ LARRY R. HOUSE Director December 15, 1997
- --------------------------------------
(Larry R. House)
/s/ ANTHONY J. TANNER Director December 15, 1997
- --------------------------------------
(Anthony J. Tanner)
/s/ P. DARYL BROWN Director December 15, 1997
- --------------------------------------
(P. Daryl Brown)
/s/ JOEL C. GORDON Director December 15, 1997
- --------------------------------------
(Joel C. Gordon)
/s/ NEAL M. ELLIOT Director December 15, 1997
- --------------------------------------
(Neal M. Elliot)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
4 Amended and Restated 1993
Consultants Stock Option Plan
5 Opinion of Haskell Slaughter
& Young, L.L.C. as to the
legality of the shares of
HEALTHSOUTH Common Stock
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Haskell Slaughter
& Young, L.L.C. (included in the
opinion filed as Exhibit 5)
24 Powers of Attorney
(See signature pages)
</TABLE>
HEALTHSOUTH CORPORATION
AMENDED AND RESTATED 1993 CONSULTANTS STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. The purpose of the 1993 Consultants Stock
Option Plan (hereinafter called the "Plan") of HEALTHSOUTH Corporation, a
Delaware corporation (hereinafter called the "Corporation"), is to provide
incentive for future endeavor and to advance the interests of the Corporation
and its stockholders by encouraging ownership of the Common Stock, par value
$.01 per share (hereinafter called the "Common Stock"), of the Corporation by
consultants or advisors of the Corporation, upon whose judgment, interest and
continuing special efforts the Corporation is largely dependent for the
successful conduct of its operations, and to enable the Corporation to compete
effectively with other enterprises for the services of such consultants and
advisors as may be needed for the continued improvement of the Corporation's
business, through the grant of options to purchase shares of the Common Stock.
2. PARTICIPANTS; OUTSTANDING OPTIONS. (a) Options may be granted under
the Plan to such consultants and advisors of the Corporation and its
subsidiaries as shall be determined by the Board of Directors or by a Stock
Option Committee appointed by the Board of Directors as set forth in Section 5
of the Plan; provided, however, that no Option may be granted to any person if
such grant would cause the Plan to cease to be an "employee benefit plan" as
defined in Rule 405 of Regulation C promulgated under the Securities Act of
1933, and that all such consultants or advisors must render bona fide services
to the Corporation or its subsidiaries otherwise than in connection with the
offer or sale of securities in a capital-raising transaction.
(b) Any Option issued prior to the adoption of the Plan (and not
issued pursuant to any other stock option plan of the Corporation) which remains
unexercised in whole or in part, which is granted to a person who is eligible to
be granted Options under the Plan, and which does not contain terms or
conditions inconsistent with the Plan, shall be deemed to have been issued
pursuant to the Plan. This Section 2(b) shall not, without more, be deemed to
constitute a modification or amendment to such Option; provided, however, that
the Board of Directors or the Committee, in their discretion, by resolution may
expressly modify or amend such Option to conform to the Plan or otherwise.
(c) Any Option issued prior to the adoption of the Plan pursuant to
any other stock option plan of the Corporation which remains unexercised in
whole or in part, which was granted to a Director or Officer of the Corporation
who has ceased to be such a Director or Officer but who remains eligible to
participate in this Plan under the terms set forth in Section 2(a), which has
not by its terms expired or been terminated, and which does not contain terms or
conditions inconsistent with the Plan, may, upon resolution of the Board of
Directors, be deemed to have been issued pursuant to the Plan, and the shares
covered thereby shall be treated as again available under such other stock
option plan. This Section 2(c) shall not, without more, be deemed to constitute
a modification or amendment to such Options; provided, however, that the Board
of Directors or the Committee, in their discretion, by resolution may expressly
modify or amend such Option to conform to the Plan or otherwise.
3. TERM OF THE PLAN. The Plan shall become effective as of February
26, 1993. The Plan shall terminate on the earliest of (a) February 25, 2003, (b)
such time as all shares of Common Stock reserved for issuance under the Plan
have been acquired through the exercise of Options granted under the Plan, or
(c) such earlier time as the Board of Directors of the Corporation may
determine. Any Option outstanding under the Plan at the time of its termination
shall remain in effect in accordance with its terms and conditions and those of
the Plan. No Option shall be granted under the Plan after February 25, 2003.
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<PAGE>
4. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13,
the aggregate number of shares of Common Stock for which Options may be granted
under the Plan shall not exceed 3,500,000 shares. If, on or prior to the
termination of the Plan as provided in Section 3, an Option granted under the
Plan shall have expired or terminated for any reason without having been
exercised in full, the unpurchased shares covered thereby shall again become
available for the grant of Options under the Plan.
The shares to be delivered upon exercise of Options under the Plan
shall be made available, at the discretion of the Board of Directors, either
from authorized but previously unissued shares as permitted by the Certificate
of Incorporation of the Corporation or from shares re-acquired by the
Corporation, including shares of Common Stock purchased in the open market, and
shares held in the treasury of the Corporation.
5. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors of the Corporation or by a Stock Option Committee which may
be appointed by the Board of Directors of the Corporation (hereinafter called
the "Committee"). If appointed, the Committee shall consist of three members of
the Board of Directors, and shall include the Chief Executive Officer of the
Corporation, and at least one Director who shall be an independent, outside
Director of the Corporation. The Board of Directors may, from time to time,
remove members from the Committee, and vacancies on the Committee shall be
filled by the Board of Directors. The Chief Executive Officer of the Corporation
shall act as Chairman of the Committee, and the Committee shall hold meetings at
such times and places as the Committee may determine. The acts of a majority of
the Committee, at any meeting thereof at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee. If appointed, the Committee may itself
determine, or may, from time to time at its discretion, make recommendations to
the Board of Directors with respect to, the executives and key employees of the
Corporation and its subsidiaries who shall be granted Options and the number of
shares of Common Stock to be subject to each Option.
The interpretation and construction of any provision of the Plan or of
any Option granted under it by the Board of Directors or the Committee (within
the scope of their respective authorities) shall be final, conclusive and
binding upon all parties, including the Corporation, its stockholders and
Directors, and the consultants and advisors of the Corporation and its
subsidiaries; provided, however, that the Board of Directors shall have the
power and authority to overrule the Committee. No member of the Board of
Directors or the Committee shall be liable to the Corporation, any stockholder,
any optionholder or any consultant or advisor of the Corporation or its
subsidiaries for any action or determination made in good faith with respect to
the Plan or any Option granted under it. No member of the Board of Directors may
vote on any Option to be granted to him.
The expenses of administering the Plan shall be borne by the
Corporation.
6. GRANT OF OPTIONS. (a) Options may be granted under the Plan by the
Board of Directors of the Corporation or by the Committee in accordance with the
provisions of Section 5 at any time prior to the termination of the Plan. In
making any determination as to consultants and advisors to whom Options shall be
granted and as to the number of shares to be covered by such Options, the Board
of Directors or the Committee, as the case may be, shall take into account the
duties of the respective consultants and advisors, their present and potential
contribution to the success of the Corporation, and such other factors as the
Board of Directors or the Committee shall deem relevant in connection with the
accomplishment of the purposes of the Plan.
(b) Each Option granted under the Plan shall be granted pursuant to
and subject to the terms and conditions of a stock option agreement to be
entered into between the Corporation and the optionholder at the time of such
grant. Each such stock option agreement shall be in a form from time-to-time
adopted for use under the
- 2 -
<PAGE>
Plan by the Board of Directors (such form being hereinafter called a "Stock
Option Agreement"). Any such Stock Option Agreement shall incorporate by
reference all of the terms and provisions of the Plan as in effect at the time
of grant and may contain such other terms and provisions as shall be approved
and adopted by the Board of Directors.
7. OPTION PRICE. (a) The purchase price of the shares of Common Stock
covered by each Option granted under the Plan shall be at least 100% of the fair
market value (but in no event less than the par value) of such shares at the
time the Option is granted, or such higher purchase price as shall be determined
by the Board of Directors or the Committee, as the case may be.
(b) If the Common Stock is not listed upon a national securities
exchange or exchanges, such fair market value shall be as determined by the
Board of Directors of the Corporation (which determination shall be conclusive
and binding for all purposes) or, if applicable, shall be deemed to be the last
reported sale price for the Common Stock as quoted by brokers and dealers
trading in the Common Stock in the over-the-counter market (or if the Common
Stock shall be quoted by the National Association of Securities Dealers
Automatic Quotations system, then such NASDAQ quote) on the date preceding the
date on which the Option is granted. If the Common Stock is listed upon a
national securities exchange or exchanges, such fair market value shall be
deemed to be the closing price at which the shares of Common Stock were traded
on such securities exchange or exchanges on the date preceding the date on which
the Option is granted, or if no sale of the Common Stock was made on any
national securities exchange on such date, on the next preceding day on which
there was a sale of the Common Stock.
(c) Notwithstanding any contrary provision contained in this Plan, the
Board of Directors or the Committee, as the case may be, may, in the exercise of
their business judgment, cancel outstanding Options and reissue new Options at a
lower exercise price in the event that the fair market value of the Common Stock
at any time prior to the date of exercise falls below the exercise price of
Options previously granted under the Plan.
8. TERM OF OPTIONS. The expiration date of an Option granted under the
Plan shall be as determined by the Board of Directors, the Committee or the
Independent Committee at the time of grant, provided that each such Option shall
expire not more than ten years after the date such Option was granted.
9. EXERCISE OF OPTIONS. (a) Each Option shall become exercisable in
whole or in part or in installments at such time or times as the Board of
Directors or the Committee may prescribe at the time the Option is granted and
specify in the Stock Option Agreement. No Option shall be exercisable after the
expiration of ten years from the date on which it was granted.
(b) Notwithstanding any contrary provision contained herein, unless
otherwise expressly provided in the Stock Option Agreement, any Option granted
hereunder which is, by its terms, exercisable in installments shall become
immediately exercisable in full upon the occurrence of a Change in Control of
the Corporation. For purposes of this Section 9(b), "Change in Control" shall
mean
(i) the acquisition (other than from the Corporation) by
any person, entity or "group" (within the meaning of Sections 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, but excluding, for
this purpose, the Corporation or its subsidiaries, or any employee
benefit plan of the Corporation or its subsidiaries which acquires
beneficial ownership of voting securities of the Corporation) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) of 25% or more of either the
then-outstanding shares of Common
- 3 -
<PAGE>
Stock or the combined voting power of the Corporation's
then-outstanding voting securities entitled to vote generally in the
election of Directors; or
(ii) individuals who, as of February 26, 1993, constitute the
Board of Directors of the Corporation (as of such date, the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, that any person becoming a
Director subsequent to such date whose election, or nomination for
election, was approved by a vote of at least a majority of the
Directors then constituting the Incumbent Board (other than an election
or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to
the election of Directors of the Corporation) shall be, for purposes of
this Section 9(b)(ii), considered as though such person were a member
of the Incumbent Board; or
(iii) approval by the stockholders of the Corporation of a
reorganization, merger, consolidation or share exchange, in each case
with respect to which persons who were the stockholders of the
Corporation immediately prior to such reorganization, merger,
consolidation or share exchange do not, immediately thereafter, own
more than 75% of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged, consolidated
or other surviving entity's then-outstanding voting securities, or a
liquidation or dissolution of the Corporation or the sale of all or
substantially all of the assets of the Corporation.
(c) Options may be exercised by giving written notice to the
Corporation of intention to exercise, specifying the number of shares to be
purchased pursuant to such exercise in accordance with the procedures set forth
in the Stock Option Agreement. All shares purchased upon exercise of any Option
shall be paid for in full at the time of purchase in accordance with the
procedures set forth in the Stock Option Agreement. Except as provided in
Section 9(d) hereof, such payment shall be made in cash or through delivery of
shares of Common Stock or a combination of cash and Common Stock as provided in
the Stock Option Agreement. Any shares so delivered shall be valued at their
fair market value determined as of the date of exercise of the Option under the
method set forth in Section 7(b) hereof.
(d) Payment for shares purchased upon exercise of any such Option may
be made by delivery to the Corporation of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Corporation an amount of sale or loan proceeds sufficient to pay the exercise
price. Additionally, the Corporation will accept, in payment for shares
purchased upon exercise of any such Option, proceeds of a margin loan obtained
by the exercising optionholder from a broker, provided that the exercising
optionholder has, at the same time as delivery to the Corporation of a properly
executed exercise notice, delivered to the Corporation irrevocable instructions
to deliver share certificates directly to such broker upon payment for such
shares.
10. NONTRANSFERABILITY OF OPTIONS. (a) Options granted under the Plan
shall be assignable or transferable only by will or pursuant to the laws of
descent and distribution and shall be exercisable during the optionholder's
lifetime only by him, except to the extent set forth in the following
paragraphs.
(b) Upon written notice to the Secretary of the Corporation,
an optionholder may, except as otherwise prohibited by applicable law, transfer
options granted under the Plan to one or more members of such optionholder's
immediate family, to a partnership consisting only of members of such
optionholder's immediate family, or to a trust all of whose beneficiaries are
members of the optionholder's immediate family. For purposes
- 4 -
<PAGE>
of this section, an optionholder's "immediate family" shall be deemed to include
such optionholder's spouse, children and grandchildren only.
(c) Upon written notice to the Secretary of the Corporation,
an optionholder may transfer Options to a charitable, educational or religious
entity which has been determined by the United States Internal Revenue Service
to be exempt from federal income taxation under the provisions of Section 501(c)
of the Internal Revenue Code of 1986, as amended, or any successor statutory
provision.
11. STOCKHOLDER RIGHTS OF OPTIONHOLDER. No holder of any Option shall
have any rights to dividends or other rights of a stockholder with respect to
shares subject to an Option prior to the purchase of such shares upon exercise
of the Option.
12. TERMINATION OF OPTION. With respect to any Option which, by its
terms, is not exercisable for one year from the date on which it is granted, if
an optionholder's relationship with, the Corporation or any of its subsidiaries
terminates within one year after the date an unexercised Option containing such
terms is granted under the Plan for any reason other than death, the Option
shall terminate on the date of termination of such employment or other
relationship. With respect to all Options granted under the Plan, if an
optionholder's relationship with the Corporation is terminated by reason of his
death, the Option shall terminate one year after the date of death, unless the
Option otherwise expires. If an optionholder's relationship with the Corporation
terminates for any reason other than as set forth above in this Section 12, the
Option shall terminate three months after the date of termination of such
relationship unless the Option earlier expires, provided that (a) if the
optionholder dies within such three-month period, the Option shall terminate one
year after the date of his death unless the Option earlier expires; (b) the
Board of Directors may, at any time prior to any termination of such employment
or other relationship under the circumstances covered by this Section 12,
determine in its discretion that the Option shall terminate on the date of
termination of such relationship with the Corporation; and (c) the exercise of
any Option after termination of such relationship with the Corporation shall be
subject to satisfaction of the conditions precedent that the optionholder
refrain from engaging, directly or indirectly, in any activity which is
competitive with any activity of the Corporation or any subsidiary thereof and
from otherwise acting, either prior to or after termination of such employment
or other relationship, in any manner inimical or in any way contrary to the best
interests of the Corporation and that the optionholder furnish to the
Corporation such information with respect to the satisfaction of the foregoing
condition precedent as the Board of Directors shall reasonably request. For
purposes of this Section 12, a "relationship with the Corporation" shall be
limited to any relationship that does not cause the Plan to cease to be an
"employee benefit plan" as defined in Rule 405 of Regulation C under the
Securities Act of 1933. The mere ownership of stock in the Corporation shall not
be deemed to be a "relationship with the Corporation". The Company may, in its
discretion and subject to any otherwise existing contractual rights of an
optionholder, deliver to any optionholder written notice of the termination of
any relationship of such optionholder with the Corporation, and such the rights
of such optionholder and the Company under this Section 12 shall be determined
by reference to the effective date of termination specified in such notice.
Nothing in the Plan or in the Stock Option Agreement shall confer upon
any optionholder the right to continue in the employ of the Corporation or any
of its subsidiaries or in any other relationship thereto or interfere in any way
with the right of the Corporation to terminate such employment or other
relationship at any time.
A holder of an Option under the Plan may make written designation of a
beneficiary on forms prescribed by and filed with the Secretary of the
Corporation. Such beneficiary, or if no such designation of any beneficiary
- 5 -
<PAGE>
has been made, the legal representative of such optionholder or such other
person entitled thereto as determined by a court of competent jurisdiction, may
exercise, in accordance with and subject to the provisions of this Section 12,
any unterminated and unexpired Option granted to such optionholder to the same
extent that the optionholder himself could have exercised such Option were he
alive or able; provided, however, that no Option granted under the Plan shall be
exercisable for more shares than the optionholder could have purchased
thereunder on the date his employment by, or other relationship with, the
Corporation and its subsidiaries was terminated.
13. ADJUSTMENT OF AND CHANGES IN CAPITALIZATION. In the event that the
outstanding shares of Common Stock shall be changed in number or class by reason
of split-ups, combinations, mergers, consolidations or recapitalizations, or by
reason of stock dividends, the number or class of shares which thereafter may be
purchased through exercise of Options granted under the Plan, both in the
aggregate and as to any individual, and the number and class of shares then
subject to Options theretofore granted and the price per share payable upon
exercise of such Option shall be adjusted so as to reflect such change, all as
determined by the Board of Directors of the Corporation; provided, however, that
with respect to Options granted to Directors, such determination shall be made
by the Independent Committee. In the event there shall be any other change in
the number or kind of the outstanding shares of Common Stock, or of any stock or
other securities into which such Common Stock shall have been changed, or for
which it shall have been exchanged, then if the Board of Directors shall, in its
sole discretion, determine that such change equitably requires an adjustment in
any Option theretofore granted or which may be granted under the Plan, such
adjustment shall be made in accordance with such determination.
Notice of any adjustment shall be given by the Corporation to each
holder of an Option which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
Fractional shares resulting from any adjustment in Options pursuant to
this Section 13 may be settled in cash or otherwise as the Board of Directors
may determine.
14. SECURITIES ACTS REQUIREMENTS. No Option granted pursuant to the
Plan shall be exercisable in whole or in part, and the Corporation shall not be
obligated to sell any shares of Common Stock subject to any such Option, if such
exercise and sale would, in the opinion of counsel for the Corporation, violate
the Securities Act of 1933 or other Federal or state statutes having similar
requirements, as they may be in effect at that time. Each Option shall be
subject to the further requirement that, at any time that the Board of Directors
or the Committee, as the case may be, shall determine, in their respective
discretion, that the listing, registration or qualification of the shares of
Common Stock subject to such Option under any securities exchange requirements
or under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issuance of shares thereunder, such
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors or the
Committee, as the case may be.
As a condition to the issuance of any shares upon exercise of an
Option under the Plan, the Board of Directors or the Committee, as the case may
be, may require the optionholder to furnish a written representation that he is
acquiring the shares for investment and not with a view to distribution of the
shares to the public and a written agreement restricting the transferability of
the shares solely to the Corporation, and may affix a restrictive legend or
legends on the face of the certificate representing such shares. Such
representation, agreement and/or legend shall be required only in cases where in
the opinion of the Board of Directors or the
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<PAGE>
Committee, as the case may be, and counsel for the Corporation, it is necessary
to enable the Corporation to comply with the provisions of the Securities Act of
1933 or other Federal or state statutes having similar requirements, and any
stockholder who gives such representation and agreement shall be released from
it and the legend removed at such time as the shares to which they applied are
registered or qualified pursuant to the Securities Act of 1933 or other Federal
or state statutes having similar requirements, or at such other time as, in the
opinion of the Board of Directors or the Committee, as the case may be, and
counsel for the Corporation, the representation and agreement and legend cease
to be necessary to enable the Corporation to comply with the provisions of the
Securities Act of 1933 or other Federal or state statutes having similar
requirements.
15. AMENDMENT OF THE PLAN. The Plan may, at any time or from time to
time, be terminated, modified or amended by the stockholders of the Corporation
by the affirmative vote of the holders of a majority of the outstanding shares
of the Corporation's Common Stock entitled to vote. The Board of Directors of
the Corporation may, insofar as permitted by law, from time to time with respect
to any shares of Common Stock at the time not subject to Options, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever; provided,
however, that, without approval of the stockholders of the Corporation, no such
revision or amendment shall increase the number of shares subject to the Plan,
decrease the price at which the Options may be granted, permit exercise of
Options unless full payment is made at the time of exercise (except as so
provided in Section 9 hereof), extend the period during which Options may be
exercised, or change the provisions relating to adjustment to be made upon
changes in capitalization.
16. CHANGES IN LAW. Subject to the provisions of Section 15, the Board
of Directors shall have the power to amend the Plan and any outstanding Options
granted thereunder in such respects as the Board of Directors shall, in its sole
discretion, deem advisable in order to incorporate in the Plan or any such
Option any new provision or change designed to comply with or take advantage of
requirements or provisions of the Internal Revenue Code of 1986, as amended, or
any other statute, or Rules or Regulations of the Internal Revenue Service or
any other Federal or state governmental agency enacted or promulgated after the
adoption of the Plan.
17. LEGAL MATTERS. Every right of action by or on behalf of the
Corporation or by any stockholder against any past, present or future member of
the Board of Directors, officer or employee of the Corporation arising out of or
in connection with this Plan shall, irrespective of the place where such action
may be brought and irrespective of the place of residence of any such Director,
officer or employee, cease and be barred by the expiration of three years from
whichever is the later of (a) the date of the act or omission in respect of
which such right of action arises, or (b) the first date upon which there has
been made generally available to stockholders an annual report of the
Corporation and a proxy statement for the Annual Meeting of Stockholders
following the issuance of such annual report, which annual report and proxy
statement alone or together set forth, for the related period, the aggregate
number of shares for which Options were granted; and any and all right of action
by any employee or executive of the Corporation (past, present or future)
against the Corporation arising out of or in connection with this Plan shall,
irrespective of the place where such action may be brought, cease and be barred
by the expiration of three years from the date of the act or omission in respect
of which such right of action arises.
This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of Delaware, applied without giving effect
to any conflicts-of-law principles, and construed accordingly.
As amended and restated through December 1, 1997.
- 7 -
EXHIBIT 5
[LETTERHEAD OF HASKELL SLAUGHTER & YOUNG, L.L.C.]
December 15, 1997
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Re: REGISTRATION STATEMENT ON FORM S-8 REGARDING AMENDED AND RESTATED 1993
CONSULTANTS STOCK OPTION PLAN
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1993, as amended, of an aggregate of 2,300,000 shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued to participants of the above-referenced plan (the "Plan"), 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
<PAGE>
HEALTHSOUTH Corporation
December 15, 1997
Page 2
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.
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 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/ Donald T. Locke
-------------------------
Donald T. Locke
EXHIBIT 23.1
Consent of Ernst & Young LLP,
Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated 1993 Consultants Stock Option Plan
of HEALTHSOUTH Corporation of our report dated February 24, 1997, except for the
first paragraph of Note 15, as to which the date is March 12, 1997, 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, 1996
and our report dated August 20, 1997, with respect to the consolidated financial
statements of HEALTHSOUTH Corporation included in its Current Report on Form
8-K/A dated August 26, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
December 11, 1997
