As filed with the Securities and Exchange Commission on April 1, 1999
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)
1998 RESTRICTED STOCK 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: Copy to:
WILLIAM W. HORTON, ESQ. F. HAMPTON MCFADDEN, JR., ESQ.
Senior Vice President and Corporate Counsel DONALD T. LOCKE, ESQ.
HEALTHSOUTH Corporation HASKELL SLAUGHTER & YOUNG, L.L.C.
One HealthSouth Parkway 1200 AmSouth/Harbert Plaza
Birmingham, Alabama 35243 1901 Sixth Avenue North
(205) 967-7116 Birmingham, Alabama 35203
(205) 251-1000
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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 (1) PRICE (1) FEE (1)
-------------------- ---------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, Par 3,000,000 shares N/A $31,500,000 $8,757
Value $.01 Per Share
</TABLE>
(1) In accordance with Rules 457 (c) and (h) promulgated under the Securities
Act of 1933, the maximum aggregate offering price and the registration fee
are based on a price of $10.50 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 26, 1999.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating officers and employees as specified by Rule
428(b)(1) of the Securities Act of 1933. The documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II below, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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 (Commission File No. 1-10315) with the Securities and
Exchange Commission, pursuant to the Securities Exchange Act of 1934:
1. HEALTHSOUTH's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2. 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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 May 21, 1998
(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.
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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
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5 Opinion of Haskell Slaughter & Young, L. L. C.
10.1 1998 Restricted Stock Plan, filed as Exhibit (10)-27 to
HEALTHSOUTH's Annual Report on Form 10-K for the Fiscal Year
ended December 31, 1998, is hereby incorporated by reference.
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).
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.
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(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.
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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 April 1, 1999.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ RICHARD M. SCRUSHY Chairman of the Board April 1, 1999
- -------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ MICHAEL D. MARTIN Executive Vice President and April 1, 1999
- -------------------------------------- Chief Financial Officer
(Michael D. Martin) and Director
/s/ WILLIAM T. OWENS Group Senior Vice President-Finance April 1, 1999
- -------------------------------------- and Controller
(William T. Owens) (Principal Accounting Officer)
/s/ C. SAGE GIVENS Director April 1, 1999
- --------------------------------------
(C. Sage Givens)
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/CHARLES W. NEWHALL III Director April 1, 1999
- --------------------------------------
(Charles W. Newhall III)
/s/ GEORGE H. STRONG Director April 1, 1999
- --------------------------------------
(George H. Strong)
/s/ PHILLIP C. WATKINS Director April 1, 1999
- --------------------------------------
(Phillip C. Watkins)
/s/ JOHN S. CHAMBERLIN Director April 1, 1999
- --------------------------------------
(John S. Chamberlin)
/s/ ANTHONY J. TANNER Director April 1, 1999
- --------------------------------------
(Anthony J. Tanner)
/s/ JAMES P. BENNETT Director April 1, 1999
- --------------------------------------
(James P. Bennett)
/s/ P. DARYL BROWN Director April 1, 1999
- --------------------------------------
(P. Daryl Brown)
/s/ JOEL C. GORDON Director April 1, 1999
- --------------------------------------
(Joel C. Gordon)
/s/ LARRY D. STRIPLIN, JR. Director April 1, 1999
- --------------------------------------
(Larry D. Striplin, Jr.)
</TABLE>
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[HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
April 1, 1999
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Re: REGISTRATION STATEMENT ON FORM S-8 - REGARDING
1998 RESTRICTED STOCK 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 1933, of an aggregate of 3,000,000 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 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 Plan, the Shares will be legally
issued, fully paid and nonassessable.
<PAGE>
HEALTHSOUTH Corporation
December 15, 1997
Page 2
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 INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Restricted Stock Plan of our report dated
March 19, 1999, 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, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
March 26, 1999
