<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUORUM HEALTH GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 62-1406040
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
103 Continental Place, Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
1997 Stock Option Plan
(Full Name of the Plan)
Ashby Q. Burks, Vice President/General Counsel and Secretary, Quorum Health
Group, Inc. 103 Continental Place, Brentwood, Tennessee 37027 (615)371-7979
(Name, address and telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
<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
- ------------------- ---------------- ------------------------ ----------------- -------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 shares $25.84 $77,520,000 $ 22,868.40
$.01 par value
</TABLE>
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such additional shares of Common Stock as may
become issuable pursuant to anti-dilution provisions of, and an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(1) Pursuant to Rule 457(c)and (h), the offering price is based on the average
of the high and low prices reported on the Nasdaq Stock Market on December 15,
1997.
EXHIBIT INDEX BEGINS ON PAGE E-1
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1(b). Securities to be Offered.
Quorum Health Group, Inc (the "Registrant") hereby registers
3,000,000 shares of its Common Stock, par value $.01 per share (the "Common
Stock") in connection with the Quorum Health Group, Inc. 1997 Stock Option Plan
(the "Plan")as approved by the Registrant's Board of Directors on October 1,
1997 and by the Registrant's stockholders on November 10, 1997, respectively.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securites and
Exchange Commission (the "Commission") by the Registrant are incorporated by
reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
June 30, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
(c) The description of the Registrant's Common Stock which is
contained in the registrant's Registration Statement on Form 8-A
filed with the Commssion on October 28, 1993 under section 12 of
the Securities Exchange Act of 1934, including any amendment or
reports filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the 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 such 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.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Ashby Q. Burks, Vice President/General
Counsel and Secretary of the Registrant. Mr. Burks is paid a salary
by registrant and participates in various employee benefit plans offered to
officers and employees of Registrant generally. In addition, at December 16,
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1997, Mr. Burks held options to purchase 90,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
in connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that, in connection with the defense or
settlement of any action by or in the right of the corporation, a Delaware
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith, in a manner they reasonably believed to be in, or not
opposed to, the best interest of the corporation, and without negligence or
misconduct in the performance of their duties to the corporation. Section 145
further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through by-law provisions and otherwise.
Article Tenth of the Restated Certificate of Incorporation of the Registrant and
Article VIII of the ByLaws of the Registrant provide that the registrant shall
indemnify its directors and officers to the fullest extent permitted by Delaware
Law.
Section 102(b)(7) of Delaware Law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation 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 Section 174 of the Delaware Law (relating
to liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article Ninth of the Registrant's Restated
Certificate of Incorporation contains such a provision.
In addition, the Registrant maintains officers' and directors'
liability insurance which insures against liabilities that officers and
directors of the registrant may incur in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement are listed in the Exhibit
Index found immediately preceding the exhibits, which information is
incorporated herein by reference.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
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(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 prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
Provided, however, that paragraphs (a)(l)(i) and(a)(l)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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.
(b) 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
Securities Exchange Act of 1934) 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.
(c) 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 Delaware Law, the Restated Certificate
of Incorporation and the Bylaws, 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 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
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
1997 Stock Option Plan (the "Plan") have duly caused this registration statement
to be signed on their behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, as of December 16, 1997.
QUORUM HEALTH GROUP, INC. 1997 STOCK OPTION PLAN
By: /s/ James E. Dalton, Jr. By: /s/ James E. Dalton, Jr.
- ---------------------------- -----------------------------
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
December 16, 1997.
/s/ James E. Dalton, Jr. /s/ Steve B. Hewett
- ------------------------ ------------------------------
James E. Dalton, Jr. Steve B. Hewett
President, Chief Executive Vice President/Chief Financial
Officer and Director Officer
/s/ Terry E. Allison /s/ Russell L. Carson
- ------------------------- ------------------------------
Terry E. Allison Russell L. Carson
Vice President/Controller Chairman of the Board
and Assistant Treasurer
(Chief Accounting Officer)
/s/ S. Douglas Smith /s/ Sam A. Brooks, Jr.
- -------------------------- ------------------------------
S. Douglas Smith Sam A. Brooks, Jr.
Director Director
/s/ Kenneth J. Melkus /s/ Joseph C. Hutts
- -------------------------- ------------------------------
Kenneth J. Melkus Joseph C. Hutts
Director Director
/s/ Rocco A. Ortenzio /s/ C. Edward Floyd, M.D.
- -------------------------- ------------------------------
Rocco A. Ortenzio C. Edward Floyd, M.D.
Director Director
/s/ Thomas S. Murphy, Jr. /s/ Colleen Conway Welch
- -------------------------- ------------------------------
Thomas S. Murphy, Jr. Colleen Conway Welch
Director Director
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EXHIBIT INDEX
Exhibit Number Document
- -------------- --------
5 Opinion of Ashby Q. Burks,
Esq.(including the consent of
counsel)regarding legality of
securities being issued.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Ashby Q. Burks,
Esq. (contained in Exhibit 5)
E - 1
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December 17, 1997
Exhibit 5
Quorum Health Group, Inc.
103 Continental Place
Brentwood, Tennessee 37027
RE: Registration Statement on form S-8
Dear Ladies and Gentlemen:
I am Vice President/General Counsel and Secretary of Quorum Health
Group, Inc., a Delaware corporation (the "Company"), and have acted as counsel
to the Company in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of the Company under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of 3,000,000 shares (the
"Shares"), issuable under the Quorum Health Group, Inc. 1997 Stock Option Plan
(the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b) (5) of Regulation S-K promulgated under the Act.
In connection with this opinion, I have reviewed the following
documents:
(a) the Registration Statement;
(b) the Restated Certificate of Incorporation of the Company;
(c) the By-laws of the Company;
(d) the Plan;
(e) certain resolutions of the Board of Directors of the Company;
and
(f) except as set forth below, such other agreements, certificates
of public officials and officers of the Company, records,
documents, and matters of law that I deemed necessary or
appropriate as a basis for the opinions set forth herein.
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In my examination:
(a) I have assumed that (i) all signatures on all documents
examined by me are genuine, (ii) all documents submitted to me
as originals are accurate and complete, (iii) all documents
submitted to me as copies are true and correct copies of the
originals thereof, (iv) all information submitted to me is
accurate and complete as of the date hereof, (v) all persons
executing and delivering documents reviewed by me were
competent to execute and to deliver such documents, and (vi)
all persons signing, in a representative capacity, documents
reviewed by me had authority to sign in such capacity.
(b) I have assumed that the exercise price of the opinions in
respect of Shares issued under the Plan will not be less than
the par value of such Shares at the time of issuance.
I am admitted to the bars of the States of Tennessee and Virginia and I
express no opinion as to the laws of any other jurisdiction except for the
federal laws of the United States of America and the General Corporation law of
the State of Delaware to the extent specifically referred to herein.
Based upon and subject to the foregoing and to the qualifications,
limitations, and exceptions contained herein, I am of the opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I come into
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Ashby Q. Burks
Ashby Q. Burks
Vice President/General Counsel & Secretary
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Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
pertaining to the 1997 Stock Option Plan of Quorum Health Group, Inc. of our
report dated August 4, 1997, except for Note 12, as to which the date is August
19, 1997, 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, 1997.
Ernst & Young LLP
Nashville, Tennessee
December 15, 1997
