================================================================================
As filed with the Securities and Exchange Commission on April 3, 1998
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 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)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
RICHARD M. SCRUSHY Copy to: Copy to:
Chairman of the Board
and Chief Executive Officer WILLIAM W. HORTON, ESQ. F. HAMPTON MCFADDEN, JR., ESQ.
HEALTHSOUTH Corporation Senior Vice President and Corporate Counsel Haskell Slaughter & Young, L.L.C.
One HealthSouth Parkway HEALTHSOUTH Corporation Suite 1200, AmSouth/Harbert Plaza
Birmingham, Alabama 35243 One HealthSouth Parkway 1901 Sixth Avenue North
(Name and address of agent for service) Birmingham, Alabama 35243 Birmingham, Alabama 35202
(205) 967-7116 (205) 967-7116 (205) 251-1000
(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
====================================================================================================================================
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED(1) OFFERING PRINCE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED PER SHARE (2) PRICE (2) FEE (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par
Value $.01 Per Share 3,570,915 shares N/A $99,427,665 $29,331.16
====================================================================================================================================
(1) 3,570,915 shares of the Common Stock of HEALTHSOUTH Corporation (the "Company") in the above-referenced plan are being
registered in this Registration Statement. An additional 3,653,548 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 $27.84375 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 March 30, 1998.
</TABLE>
<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 3,570,915 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.
1
<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 April 3, 1998.
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>
<S> <C> <C> <C>
Signature Capacity Date
/s/ RICHARD M. SCRUSHY Chairman of the Board April 3, 1998
- -------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ MICHAEL D. MARTIN Executive Vice President April 3, 1998
- -------------------------------------- Chief Financial Officer and Treasurer
(Michael D. Martin) and Director
(Principal Financial Officer)
/s/ WILLIAM T. OWENS Group Senior Vice President and Controller April 3, 1998
- -------------------------------------- (Principal Accounting Officer)
(William T. Owens)
/s/ JOHN S. CHAMBERLIN Director April 3, 1998
- --------------------------------------
(John S. Chamberlin)
/s/ C. SAGE GIVENS Director April 3, 1998
- --------------------------------------
(C. Sage Givens)
/s/ CHARLES W. NEWHALL III Director April 3, 1998
- --------------------------------------
(Charle W. Newhall III)
/s/ GEORGE H. STRONG Director April 3, 1998
- --------------------------------------
(George H. Strong)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ PHILLIP C. WATKINS, M.D. Director April 3, 1998
- --------------------------------------
(Phillip C. Watkins, M.D.)
/s/ JAMES P. BENNETT Director April 3, 1998
- --------------------------------------
(James P. Bennett)
/s/ LARRY R. HOUSE Director April 3, 1998
- --------------------------------------
(Larry R. House)
/s/ ANTHONY J. TANNER Director April 3, 1998
- --------------------------------------
(Anthony J. Tanner)
/s/ P. DARYL BROWN Director April 3, 1998
- --------------------------------------
(P. Daryl Brown)
/s/ JOEL C. GORDON Director April 3, 1998
- --------------------------------------
(Joel C. Gordon)
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
---------- ----------- -------------
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 1, 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.
(including in the opinion filed as Exhibit 5)
24 Powers of Attorney (see signature pages)
4
EXHIBIT 5
[Letterhead of Haskell Slaughter & Young, L.L.C.]
April 3, 1998
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 3,570,915 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 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/ F. Hampton McFadden, Jr.
----------------------------
F. Hampton McFadden, Jr.
5
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 25, 1998, except for Note 14, as to
which the date is March 20, 1998, with respect to the consolidated financial
statements and schedule of HEALTHSOUTH Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
March 26, 1998
6
