As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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)
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RICHARD M. SCRUSHY Copy to: Copy to:
Chairman of the Board F. HAMPTON MCFADDEN, JR., ESQ.
and Chief Executive Officer WILLIAM W. HORTON, ESQ. MATTHEW T. FRANKLIN, 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)
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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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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share (1) Price (1) Fee (1)
Common Stock, Par 7,265,955 shares N/A $43,130,709 $11,387
Value $.01 Per Share
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(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 $5.936 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, 2000.
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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 7,265,955 shares of HEALTHSOUTH Corporation's Common
Stock issuable pursuant to its 1995 Stock Option Plan. This Registration
Statement includes a 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 HEALTHSOUTH's Registration Statements on Form S-8
(Nos. 333-2221, 333-42301 and 333-49345), including the exhibits thereto, are
incorporated by reference into this Registration Statement. All previously
registered shares may be issued pursuant to HEALTHSOUTH's 1995 Stock Option
Plan. Registration fees have been paid for all of these previously registered
shares.
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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 March 31, 2000.
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 William T. Owens, 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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Signature Capacity Date
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/s/ Richard M. Scrushy Chairman of the Board March 31, 2000
- -------------------------------------- and Chief Executive Officer
(Richard M. Scrushy) and Director
/s/ William T. Ownes Executive Vice President and March 31, 2000
- -------------------------------------- Chief Financial Officer
(William T. Owens) (Principal Financial Officer)
/s/ Weston L. Smith Senior Vice President- March 31, 2000
- -------------------------------------- Finance and Controller
(Weston L. Smith) (Principal Accounting Officer)
/s/ C. Sage Givens Director March 31, 2000
- --------------------------------------
(C. Sage Givens)
/s/ Charles W. Newhall III Director March 31, 2000
- --------------------------------------
(Charles W. Newhall III)
/s/ George H. Strong Director March 31, 2000
- --------------------------------------
(George H. Strong)
/s/ Phillip C. Watkins, M.D. Director March 31, 2000
- --------------------------------------
(Phillip C. Watkins, M.D.)
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/s/ John S. Chamberlin Director March 31, 2000
- --------------------------------------
(John S. Chamberlin)
/s/ Jan L. Jones Director March 31, 2000
- --------------------------------------
(Jan L. Jones)
/s/ James P. Bennett Director March 31, 2000
- --------------------------------------
(James P. Bennett)
/s/ P. Daryl Brown Director March 31, 2000
- --------------------------------------
(P. Daryl Brown)
/s/ Joel C. Gordon Director March 31, 2000
- --------------------------------------
(Joel C. Gordon)
/s/ Larry D. Striplin, Jr. Director March 31, 2000
- --------------------------------------
(Larry D. Striplin, Jr.)
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INDEX TO EXHIBITS
Exhibit No. Description
4 1995 Stock Option Plan, filed as Exhibit (4)-1 to
HEALTHSOUTH's Registration Statement on Form S-8 (No.
333-2221) dated as of April 1, 1996, is hereby
incorporated by reference
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.]
March 31, 2000
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 7,265,955 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.
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.
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F. Hampton McFadden, Jr.
Exhibit 23.1
Consent of 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 March 19, 2000, 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, 1999, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
March 24, 2000
