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As filed with the Securities and Exchange Commission on January 12, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEALTH MANAGEMENT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0963645
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
5811 Pelican Bay Boulevard, Suite 500
Naples, Florida 34108-2710
(Address of Principal Executive Offices) (Zip Code)
Health Management Associates, Inc. 1996 Executive Incentive Compensation Plan,
as amended by Amendment No. 6 thereto
(Full title of the Plan)
Joseph V. Vumbacco
President and Chief Executive Officer
Health Management Associates, Inc.
5811 Pelican Bay Boulevard, Suite 500
Naples, Florida 34108-2710
(Name and address of agent for service)
941-598-3131
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Title of Plan Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration
share/(1)/ price/(1)/ fee
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<S> <C> <C> <C> <C> <C>
Health Management Associates, Class A Common 18,000,000 $ 17.625 $ 317,250,000 $ 79,313
Inc. 1996 Executive Incentive Stock, par value
Compensation Plan, as amended by $.01 per share
Amendment No. 6 thereto
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</TABLE>
/(1)/ Estimated in accordance with Rule 457(c), as of January 5, 2001 solely
for the purpose of calculating the registration fee.
Pursuant to Rule 416, there are also being registered such additional shares of
Common Stock as may become issuable pursuant to anti-dilution provisions of the
Plan.
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This Registration Statement on Form S-8 relates to an amendment to the
Health Management Associates, Inc. 1996 Executive Incentive Compensation Plan
that increased the number of shares of Class A Common Stock, par value $.01 per
share (the "Common Stock"), to be issued thereunder by 18,000,000 shares. The
contents of the Company's Registration Statement on Form S-8 (File No. 33-
80433), filed with the Securities and Exchange Commission on December 14, 1995,
are hereby incorporated by reference pursuant to Instruction E to Form S-8. Also
pursuant to Instruction E to Form S-8, the filing fee is being paid only with
respect to the 18,000,000 shares of Common Stock not previously registered.
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 Naples, State of Florida, on this 12th day of
January, 2001.
HEALTH MANAGEMENT ASSOCIATES, INC.
/s/ Joseph V. Vumbacco
By:_______________________________________________
Joseph V. Vumbacco
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 12th day of January, 2001.
Signature Title
* Director and Chairman of the Board
------------------------------
William J. Schoen
/s/ Joseph V. Vumbacco President and Chief Executive Officer
------------------------------ (Principal Executive Officer)
Joseph V. Vumbacco
/s/ Stephen M. Ray
------------------------------ Executive Vice President and Chief
Stephen M. Ray Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
* Director
------------------------------
Kent P. Dauten
* Director
------------------------------
Robert A. Knox
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* Director
------------------------------
Charles R. Lees
* Director
------------------------------
Kenneth D. Lewis
* Director
------------------------------
William E. Mayberry
* Director
------------------------------
Randolph W. Westerfield
*By: /s/ Timothy R. Parry
------------------------------
Timothy R. Parry
Attorney-in-Fact
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INDEX TO EXHIBITS
*(5.1) Opinion of Harter, Secrest & Emery LLP
*(23.1) Consent of Ernst & Young LLP
*(23.2) Consent of Harter, Secrest & Emery LLP (contained in Exhibit 5.1)
*(24.1) Power of Attorney
(99.1) Amendment No. 6 to the Health Management Associates, Inc. 1996
Executive Incentive Compensation Plan is incorporated herein by
reference to Exhibit 10.2 to the Registrant's Form 10-Q for the
quarterly period ended June 30, 2000
*(99.2) Employment Agreement for William J. Schoen made as of January 2, 2001
____________________________
* Exhibit filed with this Registration Statement
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