As filed with the Securities and Exchange Commission on September 16,
1994
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2497104
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 West Main Street
Louisville, Kentucky 40202
(Address of Principal Executive Offices, Zip Code)
New England Critical Care, Incorporated
1982 Incentive Stock Option Plan
Medical Care America, Inc.
1985 Employees Stock Option Plan
New England Critical Care, Incorporated
1987 Incentive Stock Option Plan
New England Critical Care, Incorporated
1988 Directors Stock Option Plan
New England Critical Care, Incorporated
1988 Employees Stock Option Plan
New England Critical Care, Incorporated
1989 Employees Stock Option Plan
New England Critical Care, Incorporated
1990 Employees Stock Option Plan
Critical Care America, Inc.
1991 Long-Term Stock Option Plan
Medical Care America, Inc.
1983 Executive Stock Option Plan
Care Plus, Inc.
Executive Stock Purchase Plan
Care Plus, Inc.
Medical Advisory Board Stock Option Plan
Care Plus, Inc.
1988 Non-Qualified Stock Option Plan
Medivision, Inc.
1984 Non-Qualified Common Stock Option Plan
1981 Incentive Stock Option Plan
of
Medical 21 Corp.
Medical Care International, Inc.
1985 Non-Qualified Stock Option Plan
Medical Care International, Inc.
1989 Restricted Stock and Non-Qualified Stock Option Plan
Medical Care International, Inc.
1991 Restricted Stock and Non-Qualified Stock Option Plan
Medical Care America, Inc.
1994 Restricted Stock and Non-Qualified Stock Option Plan
Medical Care America, Inc.
Directors Non-Qualified Stock Option Plan
(Full title of the plans)
STEPHEN T. BRAUN
Senior Vice President and General Counsel
Columbia/HCA Healthcare Corporation
201 West Main Street
Louisville, Kentucky 40202
(502) 572-2000
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
Proposed
Maximum Proposed
Title of Offering Maximum Amount
Securities Amount Price Aggregate of
To Be To Be Per Offering Registration
Registered Registered(1) Share(2) Price Fee
- -----------------------------------------------------------------------
Common Stock
Par Value
$.01 per share 1,356,316 $41.9375 $56,880,502 $19,614
- -----------------------------------------------------------------------
(1) Plus such additional shares as may become issuable by reason of
anti-dilution provisions in the Plans. The shares represent the
number of shares of the Registrant's Common Stock which may be
issued upon exercise of options or the grant of restricted stock
awards under the Plans.
(2) The Prices stated above are estimated solely for the purpose of
determining the registration fee pursuant to Rule 457 and are
based on the average of the high and low prices of the
Registrant's Common Stock on the New York Stock Exchange, Inc. on
September 14, 1994, as reported by the Wall Street Journal. The
average high and low price was $41.9375.
PART II
Item 3. Incorporation of Documents by Reference
The following documents shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from
the date of filing of such document:
(a) The Registrant's latest Annual Report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, or if the financial statements therein are more current,
the Registrant's latest prospectus, other than the prospectus of
which this document is a part, filed pursuant to Rule 424(b) of
the Securities Exchange Commission under the Securities Act of
1933.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to in paragraph
(a) above.
(c) The description of the Common Stock contained in the
Registrant's registration statement filed pursuant to Section 12
of the Securities Exchange Act of 1934, including any amendment
or report 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 any post-effective amendment which
indicates that all stock offered has been sold or which deregisters all
stock 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 their filing. Any statement contained in a document
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. Interest of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock being
offered by the Registration Statement will be passed upon for the
Registrant by Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant. As of June 30, 1994, Mr. Braun owned
approximately 1,072 shares and had stock options to purchase
94,500 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
The Registrant's Restated Certificate of Incorporation provides
that each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she was a
director or officer of the Registrant (or was serving at the request of
the Registrant as a director, officer, employee or agent for another
entity) will be indemnified and held harmless by the Registrant, to the
full extent authorized by the Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court finds that, in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall
deem proper.
The Registrant's Restated Certificate of Incorporation provides
that to the fullest extent permitted by Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Registrant shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director. The
Delaware General Corporation Law permits Delaware corporations to
include in their certificates of incorporation a provision eliminating
or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under
the statute are that the provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or involving intentional misconduct or known violations
of law, (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) for transactions in which the
director received an improper personal benefit.
The Registrant is insured against liabilities which it may incur
by reason of its indemnification of officers and directors in
accordance with its Restated Certificate of Incorporation. In
addition, directors and officers are insured, at the Registrant's
expense, against certain liabilities that might arise out of their
employment and are not subject to indemnification under the Restated
Certificate of Incorporation.
The foregoing summaries are necessarily subject to the complete
text of the statutes, Restated Certificate of Incorporation and
agreements referred to above and are qualified in their entirety by
reference thereto.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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 (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and 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.
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.
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
Louisville, Commonwealth of Kentucky, on the 15th day of September,
1994.
COLUMBIA/HCA HEALTHCARE CORPORATION
By: Stephen T. Braun
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each person
whose signature to the Registration Statement appears below hereby
appoints Stephen T. Braun, David C. Colby and Richard A. Lechleiter and
each of them, any one of whom may act without the joinder of the
others, as his or her attorney-in-fact to execute in the name and on
behalf of any such person, individually and in the capacity stated
below, and to file all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such
changes and additions in this Registration Statement as such attorney-
in-fact may deem necessary or appropriate.
Signature Title Date
Thomas F. Frist Jr.,M.D. Chairman of the Board September 12, 1994
Richard L. Scott President, and Chief September 15, 1994
Executive Officer
(Principal Executive
Officer) and Director
David C. Colby Senior Vice President, September 15, 1994
Chief Financial Officer
and Treasurer(Principal
Financial Officer)
Richard A. Lechleiter Vice President and September 15, 1994
Controller
(Principal Accounting
Officer)
Magdalena Averhoff, M.D. Director September 9, 1994
J. David Grissom Director September 15, 1994
Ethan Jackson Director September 9, 1994
<PAGE>
Signature Title Date
Charles J. Kane Director September 15, 1994
John W. Landrum Director September 15, 1994
T. Michael Long Director September 15,1994
Darla D. Moore Director September 9, 1994
Rodman W. Moorhead III Director September 15, 1994
Carl F. Pollard Director September 15, 1994
Carl E. Reichardt Director September 15, 1994
Frank S. Royal, M.D. Director September 15, 1994
Robert D. Walter Director September 11, 1994
William T. Young Director September 15, 1994
<PAGE>
INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorporation of Registrant (filed as
Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated
February 11, 1994, and incorporated herein by reference).
4.2(a) By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's
Registration Statement on Form 8-A dated August 31, 1993, and
incorporated herein by reference).
4.2(b) Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to
Registrant's Current Report on Form 8-K dated February 11, 1994,
and incorporated herein by reference).
4.3 Specimen Certificate for shares of Common Stock, par value $.01 per
share, of the Registrant (filed as Exhibit 4.1 to the Registrant's
Form SE to Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.4 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
Note Due June 30, 1999 (filed as Exhibit 4.4 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990, and incorporated herein by reference).
4.5 Registration Rights Agreement between the Registrant and The 1818
Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, and incorporated herein by reference).
4.6 Securities Purchase Agreement by and between the Registrant and The
1818 Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, and incorporated herein by reference).
4.7 Warrant to purchase shares of Common Stock, par value $.01 per
share, of the Registrant (filed as Exhibit 4.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990, and incorporated herein by reference).
4.8 Registration Rights Agreement dated as of March 16, 1989, by and
among HCA-Hospital Corporation of America and the persons listed
on the signature pages thereto (filed as Exhibit (g)(24) to
Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital
Corporation of America, Hospital Corporation of America and The HCA
Profit Sharing Plan on March 22, 1989, and incorporated herein by
reference).
4.9 Assignment and Assumption Agreement dated as of February 10, 1994,
between HCA-Hospital Corporation of America and the Registrant
relating to the Registration Rights Agreement, as amended (filed
as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, and incorporated herein
by reference).
4.10 Amended and Restated Rights Agreement dated February 10, 1994
between the Registrant and Mid-America Bank of Louisville and Trust
Company (filed as Exhibit 4.8 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference).
4.11 $1 Billion Credit Agreement dated as of February 10, 1994, among
the Registrant, the Several Banks and Other Financial Institutions,
and Chemical Bank as Agent and as CAF Loan Agent (filed as Exhibit
4.9 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and incorporated herein by
reference).
4.12 $2 Billion Credit Agreement dated as of February 10, 1994, among
the Registrant, the Several Banks and Other Financial Institutions,
and Chemical Bank as Agent and as CAF Loan Agent (filed as Exhibit
4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and incorporated herein by
reference).
4.13 Indenture dated as of December 15, 1993 between the Registrant and
The First National Bank of Chicago, as Trustee (filed as Exhibit
4.11 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, and incorporated herein by
reference).
5 Opinion of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, as to the validity of the securities
registered herein.
23.1 Consent of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, included in 5 above.
23.2 Consent of Ernst & Young.
24 Power of Attorney (included on the signature page of this
Registration Statement).
EXHIBIT-23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 5, 1994 with respect to the
consolidated financial statements and schedules of Columbia/HCA Healthcare
Corporation included in its Annual Report (Form 10-K/A-1) for the year
ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Louisville, Kentucky
September 15, 1994
EXHIBIT-23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 5, 1994 with respect to the
consolidated financial statements and schedules of Columbia/HCA Healthcare
Corporation included in its Annual Report (Form 10-K/A-1) for the year
ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Louisville, Kentucky
September 15, 1994
