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
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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)
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(Address of Principal Executive Offices) (Zip Code)
1995 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
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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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<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 2,810,066 shares N/A $74,642,378 $22,020
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(1) 2,810,066 shares of the Common Stock of HEALTHSOUTH Corporation (the
"Company") in the above referenced plan are being registered in this
Registration Statement. An additional 8,753,482 shares of the Company's
Common Stock (adjusted to give effect to the two-for-one stock split of
the Company's Common Stock effected on March 17, 1997), also issuable
pursuant to the above-referenced plan, were previously registered on
Registration Statement No. 333-2221, 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 2,810,066 shares of the Common Stock of HEALTHSOUTH
Corporation issuable pursuant to its 1995 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. 333-2221), including the exhibits thereto, are incorporated by reference
into this Registration Statement.
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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 15, 1997.
HEALTHSOUTH CORPORATION
By /s/RICHARD M. SCRUSHY
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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.
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<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>
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
4 1995 Stock Option Plan, incorporated
by reference from Exhibit (4)-1 to
the Company's Registration Statement
on Form S-8 (No. 333-2221) dated as
of April 3, 1996.
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)
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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 1995 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 2,810,066 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
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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 1995 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
