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
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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)
Columbia Hospital Corporation
1992 Stock and Incentive Plan
(Full title of the plan)
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)
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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
<C> <S> <C> <S> <C> <C> <C>
$.01 per share 18,000,000 Shares $41.9375 $754,875,000 $260,302
- ------------------------------------------------------------------------------------------
(1) Plus such additional shares as may become issuable by reason of
the antidilution provisions of the Plan. The shares represent
the number of shares of the Registrant's Common Stock which may
be issued upon the exercise of options or the grant of restricted
stock awards.
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(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h) on the basis of 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. On September 14, 1994,
the average of the high and low price was $41.9375.
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The contents of the Registrant's Registration Statements on Form
S-8, Registration Statement No. 33-51052, which was filed with the
Securities and Exchange Commission on August 20, 1992, and Registration
Statement No. 33-51082 which was filed on July 16, 1993, are
incorporated herein by reference.
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
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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, 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
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
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Signature Title Date
William T. Young Director September 15, 1994
<PAGE>
INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorporation of the 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 Form of the Columbia Hospital Corporation 1992 Stock and Incentive
Plan (filed as Exhibit 10.14 to the Company's Registration
Statement on Form S-1 (Registration No. 33-48886), and incorporated
herein by reference).
4.4 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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).
4.9 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).
4.10 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).
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4.11 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).
4.12 $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).
4.13 $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).
4.14 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).
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EXHIBIT-5
September 15, 1994
Columbia/HCA Healthcare Corporation
201 W. Main Street
Louisville, KY 40202
RE: Registration Statement on Form S-8
Columbia/HCA Healthcare Corporation
18,000,000 Shares of Common Stock
Ladies and Gentlemen:
I am Senior Vice President and General Counsel for Columbia/HCA
Healthcare Corporation, a Delaware corporation (the "Company"), and have
been involved with the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 18,000,000 shares of Common Stock,
$.01 par value of the Company (the "Common Stock") being offered to
certain employees of the Company, under the Columbia Hospital Corporation
1992 Stock and Incentive Plan described in the Registration Statement.
In connection with the offering of the Company's Common Stock, I
have examined the Restated Certificate of Incorporation, By-laws and other
corporate records of the Company, and such other documents I have deemed
relevant to this opinion.
Based and relying solely upon the foregoing, it is my opinion that
when the 18,000,000 shares of Common Stock, or any portion thereof, are
issued as described in the Registration Statement, such shares will be
duly authorized, validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to me under the caption
"Interests of Named Experts and Counsel" in the Registration Statement as
having passed upon the validity of the issuance of the Common Stock. In
giving this consent, I do not hereby admit that I come within the category
of persons whose consent is required under Section 7 of the Act or rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Respectfully submitted,
BY: Stephen T. Braun
Senior Vice President &
General Counsel
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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
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