<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1995
Registration No. 33-55270
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.)
One Park Plaza
Nashville, Tennessee 37203
(Address of Principal Executive Offices, Zip Code)
--------------------------
Columbia/HCA Healthcare Corporation
Employee Stock Purchase Plan
(Full Title of the Plan)
STEPHEN T. BRAUN
Senior Vice President and General Counsel
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
(615) 320-2000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered(1) Per Share(2) Offering Price Registration Fee
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock.
$.01 par value....... 8,000,000 shares $46.75 $374,000,000 $128,966
=================================================================================================
</TABLE>
(1) The shares represent the number of shares of the Registrant's Common Stock
(including associated Preferred Stock Purchase Rights) which may be issued
upon the exercise of options, plus such additional shares as may become
issuable by reason of anti-dilution and other provisions in the Plan.
(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 NYSE on August
29, 1995, as reported by The Wall Street Journal. On August 29, 1995, the
average of the high and low prices was $46.75.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has been or will
be sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, as amended
(the "Exchange Act") for the year ended December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995, and Current Reports on Form 8-K dated
February 21, 1995 and April 24, 1995.
(c) The description of the Common Stock, $.01 par value, (including
associated Preferred Stock Purchase Rights) contained in the Registrant's
registration statement filed on Form 8-A dated August 31, 1993 pursuant to
the Exchange Act ("Common Stock").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing, provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby are in effect prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K. Any statement contained in a
document incorporated by reference herein 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
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests 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, 1995, Mr. Braun owned approximately 1,886 shares and had stock options to
purchase 134,500 shares of Common Stock of the Registrant.
3
<PAGE>
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.
None
4
<PAGE>
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of Registrant (previously filed
as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated
February 11, 1994).*
4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 8-A dated August 31,
1993).*
4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit 3(b).1
to Registrant's Current Report on Form 8-K dated February 11, 1994).*
4.3 Specimen Certificate for shares of Common Stock, par value $.01 per
share, of the Registrant (previously filed as Exhibit 4.1 to the
Registrant's Form SE to Form 10-K for the fiscal year ended December
31, 1993).*
4.4 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
Note Due June 30, 1999 (previously filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.5 Registration Rights Agreement between the Registrant and The 1818
Fund, L.P. dated March 18, 1991 (previously filed as Exhibit 4.5 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.6 Securities Purchase Agreement by and between the Registrant and The
1818 Fund, L.P. dated as of March 18, 1991 (previously filed as
Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).*
4.7 Warrant to purchase shares of Common Stock, par value $.01 per share,
of the Registrant (previously filed as Exhibit 4.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990).*
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 (previously 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).*
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 (previously
filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993). *
4.10 Amended and Restated Rights Agreement dated February 10, 1994 between
the Registrant and Mid-America Bank of Louisville and Trust Company
(previously filed as Exhibit 4.8 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
5
<PAGE>
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).*
4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated as of
September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1
to the Registrant's Registration Statement on Form S-4 (File No. 33-
56803) on January 11, 1995).*
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.10 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).*
4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated as of
September 26, 1994 (previously filed as Exhibit 4.10 to Amendment No.
1 to the Registrant's Registration Statement on Form S-4 (File No. 33-
56803) on January 11, 1995).*
4.13 Indenture dated as of December 15, 1993 between the Registrant and The
First National Bank of Chicago, as Trustee (previously filed as
Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993).*
4.14 Columbia/HCA Healthcare Corporation Employee Stock Purchase Plan, as
amended.
5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel
of the Registrant, as to the legality of the securities registered
herein.
23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel
of the Registrant (included in Exhibit 5 above).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included on the signature page of this Registration
Statement).
--------------------------------
*Incorporated by reference.
6
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement.
(b) 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.
(c) 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.
(d) 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.
(e) That, 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.
7
<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 it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on August 31,
1995.
COLUMBIA/HCA HEALTHCARE CORPORATION
/s/ Stephen T. Braun
--------------------------------
By: Stephen T. Braun
Senior Vice President and
General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen T. Braun, David C. Colby and Kenneth C.
Donahey, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform such and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or amendment thereto has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. Clayton McWhorter
---------------------------- Chairman of the Board August 23, 1995
R. Clayton McWhorter
/s/ Thomas F. Frist, Jr.,M.D.
---------------------------- Vice-Chairman of the Board August 23, 1995
Thomas F. Frist, Jr.,M.D.
/s/ Richard L. Scott
---------------------------- President, Chief Executive August 23, 1995
Richard L. Scott Officer (Principal Executive
Officer) and Director
/s/ David C. Colby
---------------------------- Senior Vice President August 23, 1995
David C. Colby and Treasurer (Principal
Financial Officer)
8
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Kenneth C. Donahey
---------------------------- Senior Vice President August 23, 1995
Kenneth C. Donahey and Controller (Principal
Accounting Officer)
/s/ Magdalena Averhoff, M.D.
---------------------------- Director August 23, 1995
Magdalena Averhoff, M.D.
/s/ J. David Grissom
---------------------------- Director August 23, 1995
J. David Grissom
/s/ Richard W. Hanselman
---------------------------- Director August 23, 1995
Richard W. Hanselman
/s/ Charles J. Kane
---------------------------- Director August 23, 1995
Charles J. Kane
/s/ John W. Landrum
---------------------------- Director August 23, 1995
John W. Landrum
/s/ T. Michael Long
---------------------------- Director August 23, 1995
T. Michael Long
/s/ Donald S. MacNaughton
---------------------------- Director August 23, 1995
Donald S. MacNaughton
/s/ Darla D. Moore
---------------------------- Director August 23, 1995
Darla D. Moore
/s/ Rodman W. Moorhead III
---------------------------- Director August 23, 1995
Rodman W. Moorhead III
/s/ Carl F. Pollard
---------------------------- Director August 23, 1995
Carl F. Pollard
/s/ Carl E. Reichardt
---------------------------- Director August 23, 1995
Carl E. Reichardt
/s/ Frank S. Royal, M.D.
---------------------------- Director August 23, 1995
Frank S. Royal, M.D.
/s/ Robert D. Walter
---------------------------- Director August 23, 1995
Robert D. Walter
/s/ William T. Young
---------------------------- Director August 23, 1995
William T. Young
9
<PAGE>
INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorporation of Registrant (previously filed as
Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated
February 11, 1994).*
4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 8-A dated August 31, 1993).*
4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit 3(b).1 to
Registrant's Current Report on Form 8-K dated February 11, 1994).*
4.3 Specimen Certificate for shares of Common Stock, par value $.01 per
share, of the Registrant (previously filed as Exhibit 4.1 to the
Registrant's Form SE to Form 10-K for the fiscal year ended December 31,
1993).*
4.4 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note
Due June 30, 1999 (previously filed as Exhibit 4.4 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990).*
4.5 Registration Rights Agreement between the Registrant and The 1818 Fund,
L.P. dated March 18, 1991 (previously filed as Exhibit 4.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.6 Securities Purchase Agreement by and between the Registrant and The 1818
Fund, L.P. dated as of March 18, 1991 (previously filed as Exhibit 4.6 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.7 Warrant to purchase shares of Common Stock, par value $.01 per share, of
the Registrant (previously filed as Exhibit 4.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990).*
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 (previously 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).*
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 (previously filed as
Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993).*
4.10 Amended and Restated Rights Agreement dated February 10, 1994 between the
Registrant and Mid-America Bank of Louisville and Trust Company
(previously filed as Exhibit 4.8 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
10
<PAGE>
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).*
4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated as of
September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1
to the Registrant's Registration Statement on Form S-4 (File No. 33-
56803) on January 11, 1995).*
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.10 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).*
4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated as of
September 26, 1994 (previously filed as Exhibit 4.10 to Amendment No. 1
to the Registrant's Registration Statement on Form S-4 (File No. 33-
56803) on January 11, 1995).*
4.13 Indenture dated as of December 15, 1993 between the Registrant and The
First National Bank of Chicago, as Trustee (previously filed as Exhibit
4.11 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993).*
4.14 Columbia/HCA Healthcare Corporation Employee Stock Purchase Plan, as
amended.
5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of
the Registrant, as to the legality of the securities registered herein.
23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of
the Registrant (included in Exhibit 5 above).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included on the signature page of this Registration
Statement).
-----------------------------
*Incorporated by reference.
11
<PAGE>
Exhibit 4.14
As Amended and Restated
on April 24, 1995
COLUMBIA/HCA HEALTHCARE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1 - Purpose
The Columbia/HCA Healthcare Corporation Employee Stock Purchase Plan (the
"Plan") is intended as an incentive and to encourage stock ownership by all
eligible employees of Columbia/HCA Healthcare Corporation (the "Company") and
participating subsidiaries so that they may share in the fortunes of the Company
by acquiring or increasing their proprietary interest in the Company. The Plan
is designed to encourage eligible employees to remain in the employ of the
Company. It is intended that options issued pursuant to this Plan shall
constitute options issued pursuant to an "employee stock purchase plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
ARTICLE 2 - Eligible Employees
All full-time or regular part-time employees of the Company or any of its
participating subsidiaries who have completed three months of employment with
the Company or any of its subsidiaries shall be eligible to receive options
under this Plan to purchase the Company's Common Stock (except employees in
countries whose laws make participation impractical). Persons who have been so
employed for three months or more on the first day of a Payment Period shall
receive their options as of such day. In no event may an employee be granted an
option if such employee, immediately after the option is granted, owns stock
representing 5% or more of the total combined voting power or value of all
classes of stock of the Company. For purposes of determining stock ownership
under this paragraph, the rules of Section 425(d) of the Code shall apply and
stock which the employee may purchase under outstanding options shall be treated
as stock owned by the employee.
ARTICLE 3 - Stock Subject to the Plan
The total number of shares of Common Stock of the Company that may be
issued pursuant to the Plan is 10,000,000 shares, which may consist, in whole or
in part, of unissued shares or treasury shares.
ARTICLE 4 - Payment Periods and Stock Options
The six-month periods, December 1 to May 31 and June 1 to November 30, are
Payment Periods during which payroll deductions will be accumulated under the
Plan. Each Payment Period includes only regular pay days falling within it.
Two times each year, on the first business day of each Payment Period, the
Company will grant to each eligible employee who is then a participant in the
Plan an option to purchase on the last business day of such Payment Period, at
the Option Price hereinafter provided for, such number of shares of the Common
Stock of the Company reserved for the purpose of the Plan which equals the
number of whole or fractional shares whose purchase price does not exceed 10% of
the employee's gross salary or wages during the Payment Period divided by the
price as determined below, on condition that such employee remains eligible to
participate in the Plan as provided herein. For purposes of the Plan, Covered
Compensation means base compensation for services including shift or other
regular compensatory premiums, and payments in substitution for base pay such as
vacation, holiday, and sick pay, but not including overtime, bonuses or short-
or long-term disability payments. The participant shall be entitled to exercise
such options as granted only to the extent of his accumulated payroll deductions
through the last month of a Payment Period. The Option Price for each Payment
Period shall be the lesser of (i) 85% of the average market price of the
Company's Common Stock on the first business day of the Payment Period, rounded
up to avoid fractions other than 1/4, 1/2 and 3/4, or (ii) 85% of the average
market price of the Company's Common Stock on the last business day of the
Payment Period, rounded up to avoid fractions other than 1/4, 1/2 and 3/4.
<PAGE>
For purposes of this Plan, the term "average market price" means the
closing price of Common Stock of the Company on the New York Stock Exchange, or
any other exchange upon which the Company's Common Stock is then traded.
For purposes of this Plan, the term "business day" means a day on which
there is trading in the Company's Common Stock on the New York Stock Exchange,
or any other exchange upon which the Company's Common Stock is then traded.
No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with Section 423(b)(8)
of the Code.
ARTICLE 5 - Exercise of Option
Each eligible employee who continues to be a participant in the Plan on the
third Friday of the last month of a Payment Period shall be deemed to have
irrevocably stated his intention to exercise his option on the last business day
of such Payment Period and shall be deemed to have purchased from the Company
the number of such whole or fractional shares of Common Stock reserved for the
purposes of the Plan as his accumulated payroll deductions during such Payment
Period will pay for at such option price. If a participant is not an employee on
the third Friday of the last month of a Payment Period, he shall not be entitled
to exercise his option.
ARTICLE 6 - Authorization for Entering Plan
An employee may enter the Plan by filling out, signing and delivering to
the Company's Human Resources Department an Authorization in the form and manner
satisfactory to the Company:
A. stating the whole percentage of Covered Compensation to be deducted
regularly from his pay; and
B. authorizing the purchase of stock for him in each Payment Period in
accordance with the terms of the Plan.
Such Authorization must be received by the Company's Human Resources
Department no later than the third Friday of the last month of a Payment Period
in order to be effective for the following Payment Period.
The Company will accumulate and hold for the employee's account the amounts
deducted from his pay. No interest will be paid on such amounts.
ARTICLE 7 - Amount of Payroll Deductions
An employee may authorize payroll deductions in a whole percentage amount
not less than 1% but not more than 10% of his Covered Compensation received
during the Payment Period.
ARTICLE 8 - Change in Payroll Deductions
Deductions may be increased or decreased only at the beginning of a Payment
Period. A new Authorization will be required and must be received by the
Company's Human Resources Department no later than the third Friday of the last
month of a Payment Period in order to be effective for the following Payment
Period.
2
<PAGE>
ARTICLE 9 - Withdrawal from the Plan
An employee may withdraw from the Plan, in whole but not in part, at any
time by delivering an Authorization to the Company's Human Resources Department
indicating such employee's intent to withdraw. Your contribution rate may be
changed effective the first day of December and June. Once each six month
period, you may reduce your contribution rate to 0% and may allow dollars
contributed to participate in the allocation or receive a refund prior to the
allocation. If such Authorization is received at least five business days prior
to the third Friday of the last month of a Payment Period, the Company will
promptly refund the entire balance of his deductions accumulated during such
period. If an employee's Authorization is received after such date, but before
the end of a Payment Period, deductions will be stopped as soon as practicable,
and deductions accumulated during such period will be applied to the purchase of
stock.
An employee who withdraws from the Plan is like an employee who has never
entered the Plan. To re-enter, he must file a new Authorization by the third
Friday of the last month of a Payment Period which cannot, however, become
effective before the beginning of the next Payment Period following his
withdrawal.
ARTICLE 10 - Establishment of Brokerage Account
By enrolling in the Plan, each participating employee will be deemed to
have authorized the establishment of a brokerage account in his name at a
securities brokerage firm to be approved by the Compensation Committee of the
Board of Directors (the "Committee").
ARTICLE 11 - Issuance of Stock; Fractional Shares
Stock purchased under the Plan will be held in an account in the name of
the employee, or if his Authorization so specifies, in the name of the employee
and another person of legal age as joint tenants with rights of survivorship,
unless prohibited by state law. Certificates will be issued, at the employee's
request, only for whole numbers of shares. Fractional interests in shares will
be carried forward in an employee's account until such time as they equal one
full share, or until the termination of an employee's brokerage account,
whereupon an amount equal to the value of such fractional interest shall be paid
in cash to the employee.
ARTICLE 12 - No Transfer or Assignment of Employee's Rights
An employee's rights under the Plan are his alone and may not be
transferred, assigned to or availed of by any other person. Any option granted
to an employee may be exercised only by him.
ARTICLE 13 - Termination of Employee's Rights
An employee's rights under the Plan will terminate when he ceases to be an
employee because of retirement, resignation, discharge, death, change of status,
or for any other reason. A withdrawal Authorization will be considered as having
been received from the employee on the day his employment ceases, and all
payroll deductions not used to purchase stock will be refunded to the employee,
or in the event of the employee's death, to his estate.
If an employee's payroll deductions are interrupted by any legal process, a
withdrawal Authorization will be considered as having been received from him on
the day the interruption occurs.
ARTICLE 14 - Termination and Amendments to the Plan
The Plan may be terminated at any time by the Committee. It will terminate
in any case when all or substantially all of the shares of stock reserved for
the purposes of the Plan have been purchased. If at any time shares of stock
reserved for the purpose of the Plan remain available for purchase but not in
sufficient number to satisfy all then unfilled purchase requirements, the
available shares shall be apportioned among participants in proportion to their
options and the Plan shall terminate. Upon such termination or any other
termination of the Plan, all payroll deductions not used to purchase stock will
be refunded.
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The Committee also reserves the right to amend the Plan from time to time
in any respect; provided, however, that no amendment shall be effective without
prior approval of the stockholders of the Company, which would (a) except as
provided in Article 21 increase the number of shares of Common Stock to be
offered above or (b) change the class of employees eligible to receive options
under the Plan.
ARTICLE 15 - Limitations on Sale of Stock Purchased Under the Plan
The Plan is intended to provide Common Stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his own affairs. An employee may, therefore, sell
stock purchased under the Plan at any time he chooses; provided, however, that
because of certain federal income tax requirements, each employee will agree by
entering the Plan, to give the Company prompt notice of any such stock disposed
of within (i) two years after the date of grant of the applicable option or (ii)
one year after the transfer of such stock to such employee showing the number of
such shares disposed of and an appropriate legend requiring such notice shall be
placed on the certificates of Common Stock issued hereunder. The employee
assumes the risk of any market fluctuations in the price of such stock.
ARTICLE 16 - Company's Payment of Expenses Related to the Plan
The Company will bear all costs of administering and carrying out the Plan.
ARTICLE 17 - Participating Subsidiaries
The term "participating subsidiaries" shall mean any subsidiary of the
Company which is designated by the Committee to participate in the Plan. The
Committee shall have the power to make such designation before or after the Plan
is approved by the stockholders.
ARTICLE 18 - Administration of the Plan
The Plan shall be administered by the Committee. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions of
the Plan or of any option granted under it shall be final. The Committee may
from time to time adopt such rules and regulations for carrying out the Plan as
it may deem best. No member of the Board of Directors or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted under it.
ARTICLE 19 - Optionees Not Stockholders
Neither the granting of an option to an employee nor the deductions from
his pay shall constitute such employee the owner of the shares covered by an
option until such shares have been purchased by him.
ARTICLE 20 - Application of Funds
The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.
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ARTICLE 21 - Changes in Capital
If the Common Stock of the Company subject to the Plan shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, the
number and kind of shares subject to this Plan and the option prices shall be
appropriately and equitably adjusted so as to maintain the option prices
thereof. In the event of a dissolution or liquidation of the Company or a
merger, consolidation, sale of all or substantially all of its assets, or other
corporate reorganization in which the Company is not the surviving corporation,
or any merger in which the Company is the surviving corporation but the holders
of its Common Stock receive securities of another corporation, any outstanding
options hereunder shall terminate. The existence of the Plan or options
hereunder shall not in any way prevent any transaction described herein and no
holder of an option shall have the right to prevent such transaction.
ARTICLE 22 - Approval of Stockholders
The Plan became effective upon approval of the Company's stockholders at
the Annual Meeting of Stockholders in May 1993. The Plan began operation on
January 1, 1993. The amendments to the Plan were adopted as of April 24, 1995,
subject to approval of the Company's stockholders at the Annual Meeting of
Stockholders on June 8, 1995.
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EXHIBIT 5
August 31, 1995
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
RE: Registration Statement on Form S-8
Columbia/HCA Healthcare Corporation
8,000,000 Shares of Common Stock
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of 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 8,000,000 shares of Common Stock, $.01 par value of the Company
(the "Common Stock") being offered to employees of the Company and it's
subsidiaries, pursuant to the Columbia/HCA Healthcare Corporation Employee Stock
Purchase Plan described in the Registration Statement.
In connection with the offering of the 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
8,000,000 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,
Stephen T. Braun
Senior Vice President and
General Counsel
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Columbia/HCA Healthcare Corporation Employee Stock
Purchase Plan of our report dated April 24, 1995 with respect to the
consolidated financial statements of Columbia/HCA Healthcare Corporation
included in its Current Report on Form 8-K dated April 24, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Nashville, Tennessee
August 25, 1995
