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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUORUM HEALTH GROUP, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 62-1406040
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(State or other jurisdiction (I.R.S Employer
of incorporation or organization Identification Number)
103 Continental Place, Brentwood, Tennessee 37027
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(Name and address of agent for service)
(Zip Code)
Restated Stock Option Plan
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(Full Name of the Plan)
Christy F. Batts, 103 Continental Place, Brentwood, Tennessee 37027
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(Name and address of agent for service)
(615) 371-7979
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(Registrant's telephone number, including area code for agent of service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,566,000 shares $31.8125 $49,818,375 $15,096
$.01 par value
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Pursuant to Rule 457(h), the offering price is based on the average of the
high and low prices reported on the Nasdaq Stock Market on March 25, 1997.
EXHIBIT INDEX BEGINS ON PAGE E-1
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The purpose of this Registration Statement is to register 1,566,000
additional shares of Quorum Health Group, Inc. (the "Company") Common
Stock authorized for issuance by two amendments to the Restated Stock Option
Plan as approved by the Company's Board of Directors on March 12, 1996 and
February 12, 1997, respectively. The Registrant's registration statement on
Form S-8 relating to 2,666,667 shares of Common Stock (file number 33-38817) as
filed with the Securities and Exchange Commission (the "SEC") on January 31,
1991; the Registrant's registration statement on Form S-8 relating to 666,667
additional shares of Common Stock (file number 33-54868) as filed with the SEC
on November 21, 1992; the Registrant's registration statement on Form S-8
relating to 1,333,333 additional shares of Common Stock (file number 33-73288)
as filed with the SEC on December 22, 1993, and the Registrant's registration
statement on Form S-8 relating to 1,000,000 shares of Common Stock (file number
33-89274) as filed with the SEC on February 8, 1995, are hereby incorporated
by reference in their entirety and are modified only in respect to the number
of shares of Common Stock reserved for issuance under the Plan, which is now
7,232,667.
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SIGNATURES
THE REGISTRANT. 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 the Registrant and
the Restated Stock Option Plan (the "Plan") have duly caused this amendment to
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
March 28, 1997.
QUORUM HEALTH GROUP, INC. RESTATED STOCK OPTION PLAN
By:/s/ James E. Dalton, Jr. By: /s/ James E. Dalton, Jr.
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James E. Dalton, Jr. James E. Dalton, Jr.
Chief Executive Officer Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed by the following persons in the capacities as of
March 28, 1997.
/s/ James E. Dalton, Jr. /s/ Steve B. Hewett
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James E. Dalton, Jr. Steve B. Hewett
President, Chief Executive Vice President and Treasurer
Officer and Director (Chief Financial Officer)
/s/ Terry E. Allison /s/ Russell L. Carson
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Terry E. Allison Russell L. Carson
Vice President, Assistant Chairman of the Board
Treasurer and Controller
(Chief Accounting Officer)
/s/ S. Douglas Smith /s/ Sam A. Brooks, Jr.
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S. Douglas Smith Sam A. Brooks, Jr.
Director Director
/s/ Kenneth J. Melkus /s/ Jack O. Bovender, Jr.
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Kenneth J. Melkus Jack O. Bovender, Jr.
Director Director
/s/ Joseph C. Hutts /s/ Rocco A. Ortenzio
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Joseph C. Hutts Rocco A. Ortenzio
Director Director
/s/ C. Edward Floyd, M.D. /s/ Thomas S. Murphy, Jr.
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C. Edward Floyd, M.D. Thomas S. Murphy, Jr.
Director Director
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document
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<S> <C>
5 Opinion of Harwell Howard Hyne Gabbert
& Manner, P.C. regarding legality of
securities being issued.
23 Consent of Ernst & Young LLP
</TABLE>
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EXHIBIT 5
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March 28, 1997
Quorum Health Group, Inc.
103 Continental Place, Suite
Brentwood, Tennessee 37027
Gentlemen:
We have acted as counsel to Quorum Health Group, Inc., (the "Company")
in connection with the registration of an additional 1,566,000 shares of its
common stock to be issued under the provisions of the Company's Restated Stock
Option Plan pursuant to a registration statement on Form S-8, as filed with the
Securities and Exchange Commission (the "Registration Statement"). This firm
hereby consents to the filing of this opinion as an exhibit to the Registration
Statement and with agencies of such states and other jurisdictions as may be
necessary in the course of complying with the laws of such states and
jurisdictions regarding the offering and sale of the stock in accordance with
the Registration Statement.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.
In stating our opinion, we have assumed (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold, be legally issued,
fully paid and non-assessable.
Our opinion herein is limited solely to the laws of the United States
of America and the State of Tennessee, and the corporate law of the State of
Delaware. In rendering the opinion set forth herein, we have relied upon the
documents referenced above and have made no independent verification or
investigation of factual matters pertaining thereto or to the Company. The
opinion
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Quorum Health Group, Inc.
March 28, 1997
Page 4
expressed herein is subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws now or
hereafter in effect relating to or affecting the rights of creditors generally,
judicial discretion, and equitable principles whether applied pursuant to a
proceeding at law or in equity; and no opinion is expressed with respect to the
availability of equitable remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
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EXHIBIT 23
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to the Restated Stock Option Plan of Quorum Health Group, Inc. of
our report dated August 7, 1996, with respect to the consolidated financial
statements and schedules of Quorum Health Group, Inc. included in the Annual
Report (Form 10-K) for the year ended June 30, 1996.
Ernst & Young LLP
Nashville, Tennessee
March 28, 1997
