As filed with the Securities and Exchange Commission on November 26, 1997
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)
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE STOCK OPTION PLAN OF
HORIZON/CMS HEALTHCARE CORPORATION
HORIZON HEALTHCARE CORPORATION
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
HORIZON/CMS HEALTHCARE CORPORATION
1995 INCENTIVE PLAN
HORIZON/CMS HEALTHCARE CORPORATION
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
CONTINENTAL MEDICAL SYSTEMS, INC.
1986 STOCK OPTION PLAN
CONTINENTAL MEDICAL SYSTEMS, INC.
1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
CONTINENTAL MEDICAL SYSTEMS, INC.
1992 CEO STOCK OPTION PLAN
CONTINENTAL MEDICAL SYSTEMS, INC.
1993 NON-QUALIFIED STOCK OPTION PLAN
<PAGE>
CONTINENTAL MEDICAL SYSTEMS, INC.
1994 STOCK OPTION PLAN
(Full Titles of the Plans)
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
One HealthSouth Parkway HEALTHSOUTH Corporation
Birmingham, Alabama 35243 One HealthSouth Parkway
(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)
--------------------
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 3,126,440 shares N/A $81,678,245 $24,751
Value $.01 Per Share
</TABLE>
================================================================================
(1) The amount being registered represents 3,126,440 authorized and unissued
shares reserved for issuance upon the exercise of options issued under the
Plans and outstanding as of November 26, 1997.
(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 $26.125 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 November 25, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION
REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT
INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE
SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH RULE 428 AND THE
REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO
RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT SHALL MAINTAIN A FILE OF SUCH
DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST, THE
REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OR COPIES OF ALL
OF THE DOCUMENTS INCLUDED IN SUCH FILE.
<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 ("HEALTHSOUTH" or the "Company") (Commission File No.
1-10315) with the Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"):
1. HEALTHSOUTH's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended.
2. HEALTHSOUTH's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997, as
amended.
3. HEALTHSOUTH's Current Report on Form 8-K filed February 19, 1997
(relating to the acquisition of Horizon/CMS Healthcare Corporation).
4. HEALTHSOUTH's Current Report on Form 8-K filed March 13, 1997
(reporting the consummation of the acquisition of Health Images, Inc.).
5. HEALTHSOUTH's Current Report on Form 8-K filed August 26, 1997, as
amended (containing audited consolidated financial statements of
HEALTHSOUTH at December 31, 1996 and for the three years then ended
reflecting the combined operations of HEALTHSOUTH and Health Images, Inc.).
6. HEALTHSOUTH's Current Report on Form 8-K filed November 13, 1997,
(containing information relating to the Company's acquisition of
Horizon/CMS Healthcare Corporation).
7. The description of HEALTHSOUTH's capital stock contained in
HEALTHSOUTH'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.
II-1
<PAGE>
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 102(b)(7) of the Delaware General Corporation Law ("DGCL") 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 Nine of the HEALTHSOUTH Restated Certificate of Incorporation
filed in the Office of the Secretary of the State of Delaware on March 13, 1997
(the "HEALTHSOUTH Certificate"), contains a provision eliminating or limiting
director liability to HEALTHSOUTH and its stockholders for monetary damages
arising from acts or omissions in the director's capacity as a director. The
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to HEALTHSOUTH or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
HEALTHSOUTH protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of HEALTHSOUTH or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. The SEC has taken the position that the provision will have no
effect on claims arising under the Federal securities laws.
Section 145 of the DGCL grants corporations the right to indemnify their
directors, officers, employees and agents in accordance with the provisions
therein set forth. Article Nine of the HEALTHSOUTH Certificate and Article IX of
the HEALTHSOUTH Bylaws provide for mandatory indemnification rights, subject to
limited exceptions, to any director, officer, employee, or agent of HEALTHSOUTH
who, by reason of the fact that he or she is a director, officer, employee, or
agent of HEALTHSOUTH, is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director, officer, employee, or agent in advance of the final disposition of
such proceeding in accordance with the applicable provisions of the DGCL.
HEALTHSOUTH has entered into agreements with all of its Directors and its
executive officers pursuant to which HEALTHSOUTH has agreed to indemnify such
Directors and executive officers against liability incurred by them by reason of
their services of a Director to the fullest extent allowable under applicable
law.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits numbered in accordance with Item 601 of Regulation S-K. All
Exhibits of "Horizon/CMS" refer to Horizon/CMS Healthcare Corporation (File No.
1-9369).
Exhibit No. Exhibit
4.1 Employee Stock Option Plan of Horizon/CMS (incorporated
by reference to Exhibit 10.5 to Horizon/CMS's 1994 Form
10-K).
4.2 First Amendment to Employee Stock Option Plan of
Horizon/CMS (incorporated by reference to Exhibit 10.6
to Horizon/CMS's 1994 Form 10-K).
4.3 Corrected Second Amendment to Employee Stock Option Plan
(incorporated by reference to Exhibit 10.7 to
Horizon/CMS's 1994 Form 10-K).
4.4 Amendment No. 3 to Horizon Healthcare Corporation
Employee Stock Option Plan (incorporated by reference to
Exhibit 10.12 to Horizon/CMS's 1995 Form 10-K).
4.5 Horizon Healthcare Corporation Stock Option Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 10.6 to Horizon/CMS's 1994 Form 10-K).
4.6 Amendment No. 1 to Horizon Healthcare Corporation Stock
Option Plan for Non-Employee Directors (incorporated by
reference to Exhibit 10.14 to Horizon/CMS's 1996 10-K).
4.7 Horizon/CMS Healthcare Corporation 1995 Incentive Plan
(incorporated by reference to Exhibit 4.1 to
Horizon/CMS's Registration Statement on Form S-8
(Registration No. 33-63199)).
4.8 Horizon/CMS Healthcare Corporation 1995 Non-Employee
Directors' Stock Option Plan (incorporated by reference
to Exhibit 4.2 to Horizon/CMS's Registration Statement
on Form S-8 (Registration No. 33-63199)).
II-3
<PAGE>
4.9 First Amendment to Horizon Healthcare Corporation
Employee Stock Purchase Plan (incorporated by reference
to Exhibit 10.18 to Horizon/CMS's 1996 Form 10-K).
4.10 Continental Medical Systems, Inc. 1986 Stock Option Plan
(as amended and restated effective December 1, 1991),
Amendment No. 1 to Continental Medical Systems, Inc.
1986 Stock Option Plan, Amendment No. 2 to Continental
Medical Systems Inc. 1986 Stock Option Plan and form of
option agreement (incorporated by reference to Exhibit
4.1 to Horizon/CMS's Registration Statement on Form S-8
(Registration No. 33-61697)).
4.11 Continental Medical Systems, Inc. 1989 Non-Employee
Directors' Stock Option Plan (as amended and restated
effective December 1, 1991) and form of option agreement
(incorporated by reference to Exhibit 4.2 to
Horizon/CMS's Registration Statement on Form S-8
(Registration No. 33-61697)).
4.12 Continental Medical Systems, Inc. 1992 CEO Stock Option
Plan, Amendment No. 1 to Continental Medical Systems,
Inc. 1992 CEO Stock Option Plan and form of option
agreement (incorporated by reference to Exhibit 4.3 to
Horizon/CMS's Registration Statement on Form S-8
(Registration No. 33-61697)).
4.13 Continental Medical Systems, Inc. 1993 Nonqualified
Stock Option Plan, Amendment No. 1 to Continental
Medical Systems, Inc. 1993 Nonqualified Stock Option
Plan, Amendment No. 2 to Continental Medical Systems,
Inc. 1993 Nonqualified Stock Option Plan, and form of
option agreement (incorporated by reference to Exhibit
4.4 to Horizon/CMS's Registration Statement on Form S-8
(Registration No. 33-61697)).
4.14 Continental Medical Systems, Inc. 1994 Stock Option Plan
and form of option agreement (incorporated by reference
to Exhibit 4.5 to Horizon/CMS's Registration Statement
on Form S-8 (Registration No. 33-61697)).
5 Opinion of Haskell Slaughter & Young, L.L.C.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Haskell Slaughter & Young, L.L.C. (contained
within Opinion of Counsel included as Exhibit 5).
24 Powers of Attorney (See Signature Page).
II-4
<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:
(i) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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-5
<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 November 26, 1997.
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 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 November 26, 1997
- -------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ MICHAEL D. MARTIN Executive Vice President and November 26, 1997
- -------------------------------------- Chief Financial Officer
(Michael D. Martin) (Principal Financial Officer)
/s/ WILLIAM T. OWENS Senior Vice President and Controller November 26, 1997
- -------------------------------------- (Principal Accounting Officer)
(William T. Owens)
/s/ NEAL M. ELLIOT Director November 26, 1997
- --------------------------------------
(Neal M. Elliot)
/s/ JOHN S. CHAMBERLIN Director November 26, 1997
- --------------------------------------
(John S. Chamberlin)
/s/ C. SAGE GIVENS Director November 26, 1997
- --------------------------------------
(C. Sage Givens)
/s/ CHARLES W. NEWHALL III Director November 26, 1997
- --------------------------------------
(Charles W. Newhall III)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ GEORGE H. STRONG Director November 26, 1997
- --------------------------------------
(George H. Strong)
/s/ PHILLIP C. WATKINS, M.D. Director November 26, 1997
- --------------------------------------
(Phillip C. Watkins, M.D.)
/s/ JAMES P. BENNETT Director November 26, 1997
- --------------------------------------
(James P. Bennett)
/s/ LARRY R. HOUSE Director November 26, 1997
- --------------------------------------
(Larry R. House)
/s/ ANTHONY J. TANNER Director November 26, 1997
- --------------------------------------
(Anthony J. Tanner)
/s/ P. DARYL BROWN Director November 26, 1997
- --------------------------------------
(P. Daryl Brown)
/s/ JOEL C. GORDON Director November 26, 1997
- --------------------------------------
(Joel C. Gordon)
</TABLE>
II-7
EXHIBIT 5
[LETTERHEAD OF HASKELL SLAUGHTER & YOUNG, L.L.C.]
November 26, 1997
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Re: REGISTRATION STATEMENT ON FORM S-8
EMPLOYEE STOCK OPTION PLAN OF HORIZON/CMS HEALTHCARE
CORPORATION ("HORIZON/CMS"); HORIZON HEALTHCARE CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF HORIZON/CMS;
HORIZON/CMS 1995 INCENTIVE PLAN; HORIZON/CMS 1995
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN; CONTINENTAL
MEDICAL SYSTEMS, INC. 1986 STOCK OPTION PLAN; CONTINENTAL
MEDICAL SYSTEMS, INC. 1989 NON-EMPLOYEE DIRECTORS' STOCK
OPTION PLAN; CONTINENTAL MEDICAL SYSTEMS, INC. 1992 CEO
STOCK OPTION PLAN; CONTINENTAL MEDICAL SYSTEMS, INC. 1993
NON-QUALIFIED STOCK OPTION PLAN; CONTINENTAL MEDICAL
SYSTEMS, INC. 1994 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 3,126,440 shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued to participants of the above-referenced plans (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
<PAGE>
HEALTHSOUTH Corporation
November 26, 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 Employee Stock Option Plan of Horizon/CMS Healthcare
Corporation, the Horizon Healthcare Corporation Stock Option Plan For
Non-Employee Directors, the Horizon/CMS Healthcare Corporation 1995 Incentive
Plan, the Horizon/CMS Healthcare Corporation 1995 Non-Employee Directors' Stock
Option Plan, the Continental Medical Systems, Inc. 1986 Stock Option Plan, the
Continental Medical Systems, Inc. 1989 Non-Employee Directors' Stock Option
Plan, the Continental Medical Systems, Inc. 1992 CEO Stock Option Plan, and the
Continental Medical Systems, Inc. 1993 Non-Qualified Stock Option Plan 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 supplemental 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
November 25, 1997
