<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1997
Registration No. ________
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)
--------------------------
Value Health, Inc. 1991 Stock Plan
Value Health, Inc. 1991 Non-Employee Director Stock Option Plan
Value Health, Inc. 1991 Employee Stock Purchase Plan
Medintell System Corporation 1995 Stock Option Plan
Diagnostek, Inc. 1991 Stock Option Plan
Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
Preferred Healthcare Ltd. Stock Incentive Plan
and
Preferred Healthcare Ltd. 1991 Directors' Stock Option 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) 327-9551
(Name, address and telephone number of agent for service)
<PAGE>
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........ 3,183,046 shares $31.25 $99,470,000 $30,143
====================================================================================================
</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 Plans.
(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 on August 14, 1997, as reported by The Wall Street Journal. On
-----------------------
August 14, 1997, the average of the high and low prices was $31.25.
2
<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 plans, listed on the cover of the
Registration Statement (the "Plans,") 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.
3
<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, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K dated
April 22, 1997, June 27, 1997, July 24, 1997, July 25, 1997 and August 8,
1997.
(c) The description of the Registrant's 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 July
31, 1997, Mr. Braun owned approximately 27,906 shares and had stock options to
purchase 237,500 shares of Common Stock of the Registrant.
4
<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.
5
<PAGE>
Item 7. Exemption From Registration Claimed.
None
Item 8. 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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
6
<PAGE>
4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
Day Agreement"), 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).*
4.11(b) Agreement and Amendment to the 364 Day Agreement dated as of September
26, 1994 (filed as Exhibit 4.9 to the Registrant's Registration
Statement on Form S-4 (File No. 33-56803))*.
4.11(c) Agreement and Amendment to the 364 Day Agreement dated as of February
28, 1996 (filed as Exhibit 4.9(c) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).*
4.11(d) Agreement and Amendment to the 364 Day Agreement dated as of February
26, 1997 (filed as Exhibit 4.9(d) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996).*
4.12(a) $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
Facility") 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).*
4.12(b) Agreement and Amendment to the Credit Facility dated as of September
26, 1994 (filed as Exhibit 4.10 to the Registrant's Registration
Statement on Form S-4 (File No. 33-56803)).*
4.12(c) Agreement and Amendment to the Credit Facility dated as of February
28, 1996 (filed as Exhibit 4.10(c) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995).
4.12(d) Agreement and Amendment to the Credit Facility dated as of February
26, 1997 (filed as Exhibit 4.10(d) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996).*
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).*
4.14 Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
Health, Inc.'s Registration Statement on Form S-1 (File No.
33-39134)*), as amended by Amendment No. 1 to 1991 Stock Plan (which
Amendment is filed herewith).
4.15 Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on Form
S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Non-
Employee Director Stock Option Plan (which Amendment is filed
herewith).
4.16 Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
Purchase Plan (which Amendment is filed herewith).
7
<PAGE>
4.17 Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File
No. 33-4786)).*
4.18 Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
effective October 1, 1994 (which Plan is filed herewith).
4.19 Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
(filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
Form S-8 (File No. 33-44415)).*
4.20 Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1
to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
33-74002)).*
4.21 Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form
S-8 (File No. 33-74002)).*
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.
8
<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 or any material change to such information 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.
9
<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 15,
1997.
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, Kenneth C. Donahey and David G.
Anderson, 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/ Thomas F. Frist, Jr., M.D. Chairman and Chief August 15, 1997
- ------------------------------- Executive Officer
Thomas F. Frist, Jr., M.D. (Principal Executive
Officer)
/s/ Kenneth C. Donahey Senior Vice President August 15, 1997
- ------------------------------- and Controller
Kenneth C. Donahey (Principal Financial and
Accounting Officer)
10
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Magdalena Averhoff, M.D. Director August 15, 1997
- -------------------------------
Magdalena Averhoff, M.D.
Director August___, 1997
- -------------------------------
Sister Judith Ann Karam, CSA
Director August___, 1997
- -------------------------------
T. Michael Long
/s/ Donald S. MacNaughton Director August 15, 1997
- -------------------------------
Donald S. MacNaughton
/s/ R. Clayton McWhorter Director August 15, 1997
- -------------------------------
R. Clayton McWhorter
/s/ Carl E. Reichardt Director August 15, 1997
- -------------------------------
Carl E. Reichardt
/s/ Frank S. Royal, M.D. Director August 15, 1997
- -------------------------------
Frank S. Royal, M.D.
Director August_____, 1997
- -------------------------------
William T. Young
11
<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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364 Day
Agreement"), among the Registrant, the Several Banks and Other Financial
Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as
12
<PAGE>
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 the 364 Day Agreement dated as of September
26, 1994 (filed as Exhibit 4.9 to the Registrant's Registration
Statement on Form S-4 (File No. 33-56803))*.
4.11(c) Agreement and Amendment to the 364 Day Agreement dated as of February
28, 1996 (filed as Exhibit 4.9(c) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).*
4.11(d) Agreement and Amendment to the 364 Day Agreement dated as of February
26, 1997 (filed as Exhibit 4.9(d) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996).*
4.12(a) $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
Facility") 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).*
4.12(b) Agreement and Amendment to the Credit Facility dated as of September 26,
1994 (filed as Exhibit 4.10 to the Registrant's Registration Statement
on Form S-4 (File No. 33-56803)).*
4.12(c) Agreement and Amendment to the Credit Facility dated as of February 28,
1996 (filed as Exhibit 4.10(c) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).
4.12(d) Agreement and Amendment to the Credit Facility dated as of February 26,
1997 (filed as Exhibit 4.10(d) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996).*
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).*
4.14 Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*),
as amended by Amendment No. 1 to 1991 Stock Plan (which Amendment is
filed herewith).
4.15 Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on
Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991
Non-Employee Director Stock Option Plan (which Amendment is filed
herewith).
4.16 Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
Purchase Plan (which Amendment is filed herewith).
4.17 Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
33-4786)).*
13
<PAGE>
4.18 Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
effective October 1, 1994 (which Plan is filed herewith).
4.19 Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
(filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
Form S-8 (File No. 33-44415)).*
4.20 Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1 to
Value Health, Inc.'s Registration Statement on Form S-8 (File No.
33-74002)).*
4.21 Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form S-8
(File No. 33-74002)).*
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.
14
<PAGE>
EXHIBIT 4.14
VALUE HEALTH, INC.
AMENDMENT NO. 1
TO
1991 STOCK PLAN
The following amendments are hereby incorporated into the original 1991 Stock
Plan (the "Plan")
(i) "to provide that the shares issuable under the 1991 Plan be increased
each year by a number of shares equal to two percent of the Company's
Common Stock outstanding at the end of the immediately preceding year
plus such number of shares as were available for grant in any preceding
year and were not otherwise granted"; and
(ii) "to provide that nonqualified stock options may not be granted at an
exercise price less than 100% of the fair market value of a share of
Common Stock on the date of grant".
All other provisions of the Plan remain in full force and effect.
<PAGE>
EXHIBIT 4.15
VALUE HEALTH, INC.
AMENDMENT NO. 1
TO
1991 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
The following amendments are hereby incorporated into the original 1991 Non-
Employee Director Stock Option Plan (the "Plan")
(i) "an increase in the number of shares of Common Stock subject to the
Plan from 112,500 to 250,000; and
(ii) "the automatic annual grant of vested options to acquire up to 2,500
shares of the Company's Common Stock to continuing eligible directors
beginning upon the second anniversary of initial election to the
Board; and
(iii) "the automatic grant of vested options to acquire an additional 500
shares to such continuing directors who serve as Chairman of the
Company's Audit Committee or Compensation Committee
(iv) the extension of the period of time such options are exercisable from
five years to ten years.
All other provisions of the Plan remain in full force and effect.
<PAGE>
EXHIBIT 4.16
VALUE HEALTH, INC.
AMENDMENT NO. 1
TO
EMPLOYEE STOCK PURCHASE PLAN
1. The second paragraph of Article 3 is hereby deleted in its entirety and
replaced with the following:
"For purposes of this Article 3, the term "employee" shall include any
person who is an employee of the Company or any of its participating
subsidiaries."
2. All other provisions of the Employee Stock Purchase Plan remain in full
force and effect.
<PAGE>
EXHIBIT 4.18
DIAGNOSTEK, INC.
1991 STOCK OPTION PLAN
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(as amended and restated effective October 1, 1994)
Diagnostek, Inc. adopted the Diagnostek, Inc. 1991 Stock Option Plan (the
"Plan"). The Plan was subsequently amended by action of the Board of Directors
of the Company to increase the number of shares of common stock of the Company
that may be subject to Options under the Plan from Nine Hundred Fifty Thousand
(950,000) to One Million Nine Hundred Fifty Thousand (1,950,000), which action
was approved by the stockholders of the Company. The Plan is also hereby
completely amended and restated, which amendment and restatement incorporates
all of the provisions of the Plan as amended previously, and which makes certain
changes that are intended to clarify the terms of Options that are granted under
the Plan.
1. Purpose. The Plan is intended to recognize the contributions made
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to the Company by employees (including employees who are members of the Board of
Directors), consultants and advisors of the Company or any Affiliate, to provide
such persons with additional incentive to devote themselves to the future
success of the Company or an Affiliate, and to improve the ability of the
Company or an Affiliate to attract, retain, and motivate individuals upon whom
the Company's sustained growth and financial success depend, by providing such
persons with an opportunity to acquire or increase their proprietary interest in
the Company through receipt of rights to acquire the Company's Common Stock, par
value $.01 per Share (the "Common Stock"). In addition, the Plan is intended as
an additional incentive to directors of the Company who are not employees of the
Company or an Affiliate to serve on the Board of Directors and to devote
<PAGE>
themselves to the future success of the Company by providing them with an
opportunity to acquire or increase their proprietary interest in the Company
through the receipt of Options to acquire Common Stock.
2. Definitions. Unless the context clearly indicates otherwise, the
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following terms shall have the following meanings:
(a) "Affiliate" means a corporation which is a parent corporation or a
subsidiary corporation with respect to the Company within the meaning of Section
424(e) or (f) of the Code.
(b) "Board of Directors" means the Board of the Directors of the Company.
(c) "Change of Control" shall have the meaning as set forth in Section 10
of the Plan.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Non-employee Directors or a committee designated
by the Board of Directors as described in Section 3 of the Plan, except with
respect to administration of the Plan as it pertains to eligible participants
who are both Non-employee Directors and members of the Stock Option Committee.
With respect to administration of the Plan as it pertains to eligible
participants who are both Non-employee Directors and members of the Stock Option
Committee, "Committee" means the Board of Directors.
(f) "Company" means Diagnostek, Inc., a Delaware corporation.
(g) "Disability" shall have the meaning set forth in Section 22(e)(3) of
the Code.
(h) "Fair Market Value" shall have the meaning set forth in Subsection
8(b) of the Plan.
(i) "ISO" means an Option granted under the Plan which is intended to
qualify as an "incentive stock option" within the meaning of Section 422(b) of
the Code.
<PAGE>
(j) "Non-employee Director" means a member of the Board of Directors who
is not an employee of the Company or an Affiliate.
(k) "Non-qualified Stock Option" means an Option granted under the Plan
which is not intended to qualify, or otherwise does not qualify, as an
"incentive stock option" within the meaning of Section 422(b) of the Code.
(l) "Option" means either an ISO or a Non-qualified Stock Option granted
under the Plan.
(m) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.
(n) "Option Document" means the document described in Section 8 or Section
9, as applicable, which sets forth the terms and conditions of each grant of
Options.
(o) "Option Price" means the price at which Shares may be purchased upon
exercise of an Option, as calculated pursuant to Section 8(b).
(p) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(q) "Shares" means the shares of Common Stock of the Company which are the
subject of Options.
(r) "Stock Option Committee" means the Stock Option Committee of the Board
of Directors.
3. Administration of the Plan. The Plan shall be administered by the Non-
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employee Directors of the Company or by a committee designated by the Board of
Directors composed of two or more Non-employee Directors to administer the Plan
in its stead. Notwithstanding the foregoing, with respect to persons who are
both Non-employee Directors and members of the Stock Option Committee, who are
to be granted Options in accordance with the provisions of Section 9, the
<PAGE>
directors to whom Options will be granted, the timing of grants of Options, the
price at which Shares may be purchased and the number of Shares covered by
Options granted to each Optionee shall be as specifically set forth herein, and
subject to the foregoing and the other provisions set forth herein, the Plan
shall be administered by the Board of Directors.
(a) Meetings. The Committee shall hold meetings at such times and places
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as it may determine. Acts approved at a meeting by a majority of the members of
the Committee or acts approved in writing by the unanimous consent of the
members of the Committee shall be the valid acts of the Committee.
(b) Grants. Except with respect to Options granted to persons who are both
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Non-employee Directors and members of the Stock Option Committee pursuant to
Section 9, the Committee shall from time to time at its discretion direct the
Company to grant Options pursuant to the terms of the Plan. The Committee shall
have plenary authority to (i) determine the Optionees to whom, the times at
which, and the price at which Options shall be granted, (ii) determine the type
of Option to be granted and the number of Shares subject thereto, and (iii)
approve the form and terms and conditions of the Option Documents; all subject,
however, to the express provisions of the Plan. In making such determinations,
the Committee may take into account the nature of the Optionee's services and
responsibilities, the Optionee's present and potential contribution to the
Company's success and such other factors as it may deem relevant.
Notwithstanding the foregoing, grants of Options to persons who are both Non-
employee Directors and members of the Stock Option Committee shall be made in
accordance with Section 9. The interpretation and construction by the Committee
of any provisions of the Plan or of any Option granted under it shall be final,
binding and conclusive.
(c) Exculpation. No member of the Board of Directors shall be personally
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liable for monetary damages for any action taken or any failure to take any
<PAGE>
action in connection with the administration of the Plan or the granting of
Options under the Plan, provided that this Subsection 3(c) shall not apply to
(i) any breach of such member's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) acts or omissions that would
result in liability under Section 174 of the General Corporation Law of the
State of Delaware, as amended, and (iv) any transaction from which the member
derived an improper personal benefit.
(d) Indemnification. Service on the Committee shall constitute service as
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a member of the Board of Directors of the Company. Each member of the Committee
shall be entitled without further act on his part to indemnity from the Company
to the fullest extent provided by applicable law and the Company's Certificate
of Incorporation and/or By-laws in connection with or arising out of any action,
suit or proceeding with respect to the administration of the Plan or by the
granting of Options thereunder in which he or she may be involved by reason of
his or her being or having been a member of the Committee, whether or not he or
she continues to be such member of the Committee at the time of the action, suit
or proceeding.
4. Grants under the Plan. Grants under the Plan may be in the form of a Non-
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qualified Stock Option, an ISO or a combination thereof, at the discretion of
the Committee.
5. Eligibility. All employees, consultants, advisors and members of the
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Board of Directors shall be eligible to receive Options hereunder. However,
persons who are both Non-employee Directors and members of the Stock Option
Committee may receive Options only pursuant to Section 9. The Committee, in its
sole discretion, shall determine whether an individual qualifies as a employee,
consultant or advisor.
6. Shares Subject to Plan. The aggregate maximum number of Shares for which
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Options may be granted pursuant to the Plan is One Million Nine Hundred Fifty
Thousand (1,950,000), adjusted subject to adjustment as provided in Section 11
<PAGE>
of the Plan. The Shares shall be issued from authorized and unissued Common
Stock or Common Stock held in or hereafter acquired for the treasury of the
Company. If an Option terminates or expires without having been fully exercised
for any reason, the Shares for which the Option was not exercised may again be
the subject of an Option granted pursuant to the Plan.
7. Term of the Plan. The Plan is effective as of July 31, 1991, the date on
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which it was adopted by the Board of Directors, subject to the approval of the
Plan on or before July 30, 1992 by a majority of the votes cast at a duly called
meeting of the stockholders at which a quorum representing a majority of all
outstanding voting stock of the Company is, either in person or by proxy,
present and voting. No Option may be granted under the Plan after July 30,
2001. No Option granted pursuant to the Plan may be exercised before the Plan
is so approved by the Company's stockholders. If the Plan is not so approved on
or before July 30, 1992, all Options granted under the Plan shall be null and
void.
8. Option Documents and Terms. Each Option granted under the Plan shall be
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an ISO for Federal income tax purposes to the maximum extent permitted under
applicable Federal law. To the extent an Option does not qualify as an ISO
under applicable Federal law, such Option shall be a Non-qualified Stock Option
whether or not so designated at the time of grant. Options granted pursuant to
the Plan shall be evidenced by the Option Documents in such form as the
Committee shall from time to time approve, which Option Documents shall comply
with and be subject to the following terms and conditions and such other terms
and conditions as the Committee shall from time to time require which are not
inconsistent with the terms of the Plan. However, the provisions of this
Section 8 shall not be applicable to Options granted to persons who are both
Non-employee Directors and members of the Stock Option Committee, except as
otherwise provided in Subsection 9(c).
(a) Number of Option Shares. Each Option Document shall state the number
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of Shares to which it pertains. An Optionee may receive more than one Option,
<PAGE>
which may include Options which are intended to be ISOs and Options which are
not intended to be ISOs, but only on the terms and subject to the conditions and
restrictions of the Plan.
(b) Option Price. Each Option Document shall state the Option Price which,
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for all Options, shall be at least 100% of the Fair Market Value of the Shares
at the time the Option is granted as determined by the Committee in accordance
with this subsection 8(b); provided, however, that if an ISO is granted to an
Optionee who then owns, directly or by attribution under section 424(d) of the
Code, shares possessing more than 10% of the total combined voting power of all
classes of stock of the Company or an Affiliate, then the Option Price shall be
at least 110% of the Fair Market Value of the Shares at the time the Option is
granted. If the Common Stock is traded in a public market, then the Fair Market
Value per share shall be, if the Shares are listed on a national securities
exchange or included in the NASDAQ National Market System, the last reported
sale price thereof on the date of grant, or, if the Shares are not so listed or
included, the mean between the last reported "bid" and "asked" prices thereof,
as reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines, on the day the Option is
granted.
(c) Exercise. No Option shall be deemed to have been exercised prior to
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the receipt by the Company of written notice of such exercise and of payment in
full of the Option Price of the Shares to be purchased. Each such notice shall
specify the number of Shares to be purchased and shall (unless the Shares are
covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933, as amended (the "Act")), contain
the Optionee's acknowledgment in form and substance satisfactory to the Company
that (a) such Shares are being purchased for investment and not for distribution
or resale (other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration
<PAGE>
provisions of the Act), (b) the Optionee has been advised and understands that
(i) the Shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer and (ii) the Company is under no obligation to register
the Shares under the Act or to take any action which would make available to the
Optionee any exemption from such registration, (c) such Shares may not be
transferred without compliance with all applicable federal and state securities
laws, and (d) an appropriate legend referring to the foregoing restrictions on
transfer and any other restrictions imposed under the Option Documents may be
endorsed on the certificates. Notwithstanding the foregoing, if the Company
determines that issuance of Shares should be delayed pending (A) registration
under federal or state securities laws, (B) the receipt of an opinion that an
appropriate exemption from such registration is available, (C) the listing or
inclusion of the Share on any securities exchange or an automated quotation
system, or (D) the consent or approval of any governmental regulatory body whose
consent or approval is necessary in connection with the issuance of such Shares,
the Company may defer exercise of any Option granted hereunder until any of the
events described in this Subsection 8(c) has occurred.
(d) Medium of Payment. An Optionee shall pay for Shares (i) in cash, (ii)
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by certified check payable to the order of the Company, or (iii) by such other
mode of payment as the Committee may approve, including payment through a broker
in accordance with procedures permitted by Regulation T of the Federal Reserve
Board. Furthermore, the Committee may provide in an Option Document that payment
may be made in whole or in part in shares of the Company's Common Stock held by
the Optionee. If payment is made in whole or in part in shares of the Company's
Common Stock, then the Optionee shall deliver to the Company certificates
registered in the name of such Optionee representing the shares owned by such
Optionee, free of all liens, claims and encumbrances of every kind and having an
aggregate Fair Market Value on the date of delivery that is at least as great as
<PAGE>
the Option Price of the Shares (or relevant portion thereof) with respect to
which such Option is to be exercised by the payment in shares of Common Stock,
accompanied by stock powers duly endorsed in blank by the Optionee. In the event
that certificates for shares of the Company's Common Stock delivered to the
Company represent a number of shares in excess of the number of Shares required
to make payment for the Option Price of the Shares (or relevant portion thereof)
with respect to which such Option is to be exercised by payment in shares of
Common Stock, the stock certificate issued to the Optionee shall represent (i)
the Shares in respect of which payment is made, and (ii) such excess number of
shares. Notwithstanding the foregoing, the Committee may impose from time to
time such limitations and prohibitions on the use of shares of the Common Stock
to exercise an Option as it deems appropriate.
(e) Termination of Options.
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(i) No Option shall be exercisable after the first to occur of the
following:
(A) Expiration of the Option term specified in the Option
Document, which shall not exceed (1) ten years from the date of grant, or (2)
five years from the date of grant of an ISO if the Optionee on the date of grant
owns, directly or by attribution under section 424(d) of the Code, shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of an Affiliate;
(B) Expiration of ninety (90) days from the date the Optionee's
employment or service with the Company or its Affiliates terminates for any
reason other than Disability or death or as otherwise specified in Subsection
8(e)(i)(D) or 8(e)(i)(E) below;
(C) Expiration of one year from the date the Optionee's
employment or service with the Company or its Affiliates terminates due to the
Optionee's Disability or death;
<PAGE>
(D) A finding by the Committee, after full consideration of the
facts presented on behalf of both the Company and the Optionee, that the
Optionee has breached his employment or service contract with the Company or an
Affiliate, or has been engaged in any sort of disloyalty to the Company or an
Affiliate, including, without limitation, fraud, embezzlement, theft, commission
of a felony or proven dishonesty in the course of his employment or service, or
has disclosed trade secrets or confidential information of the Company or an
Affiliate. In such event, in addition to immediate termination of the Option,
the Optionee shall automatically forfeit all Shares for which the Company has
not yet delivered the share certificates upon refund by the Company of the
Option Price. Notwithstanding anything herein to the contrary, the Company may
withhold delivery of share certificates pending the resolution of any inquiry
that could lead to a finding resulting in a forfeiture.
(E) The date, if any, set by the Board of Directors as an
accelerated expiration date pursuant to Section 10 hereof.
(ii) Notwithstanding the foregoing, the Committee may extend
the period during which all or any portion of an Option may be exercised to a
date no later than the date of the expiration of the option term specified in
the Option Document, provided that any change pursuant to this Subsection
8(e)(ii) which would cause an ISO to become a Non-qualified Stock option may be
made only with the consent of the Optionee.
(iii) Notwithstanding anything contained herein to the
contrary, no Option held by an employee shall be exercisable during any period
of time after the termination of such employee's employment with the Company or
an Affiliate for any reason except to the extent such Option was exercisable on
the date of such employee's termination of employment with the Company
<PAGE>
or an Affiliate for any reason except to the extent such Option was exercisable
on the day of such employee's termination of employment.
(f) Transfers. No Option granted under the Plan may be transferred,
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except by will or by the laws of descent and distribution. During the lifetime
of the person to whom an Option is granted, such Option may be exercised only by
him. Notwithstanding the foregoing, a Non-qualified Stock Option may be
transferred pursuant to the terms of "qualified domestic relations order,"
within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the
meaning of Title I of the Employee Retirement Income Security Act or 1974, as
amended.
(g) Limitation on ISO Grants. In no event shall the aggregate fair
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market value of the Shares (determined at the time the ISO is granted) with
respect to which an ISO is exercisable for the first time by the Optionee during
any calendar year (under all incentive stock option plans for the Company or its
Affiliates) exceed $100,000.
(h) Other Provisions. Subject to the provisions of the Plan, the Option
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Documents shall contain such other provisions including, without limitation,
provisions authorizing the Committee to accelerate the exercise ability of all
or any portion of an Option granted pursuant to the Plan, additional
restrictions upon the exercise of the Option or additional limitations upon the
term of the Option, as the Committee shall deem advisable.
(i) Amendment. Subject to the provisions of the Plan, the Committee
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shall have the right to amend Option Documents issued to an Optionee, subject to
the Optionee's consent if such amendment is not favorable to the Optionee,
except that the consent of the Optionee shall not be required for any amendment
made under Section 10 of the Plan.
<PAGE>
9. Special Provisions Relating Grants of Options to Persons who are both
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Non-employee Directors and Members of the Stock Option Committee. Options
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granted pursuant to the Plan to persons who are both Non-employee Directors and
members of the Stock Option Committee shall be granted, without any further
action by the Committee, in accordance with the terms and conditions set forth
in this Section 9. Options granted pursuant to this Section 9 shall be
evidenced by Option Documents in such form as the Committee shall from time to
time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.
(a) Timing of Grants; Number of Shares Subject of Options; Exercisability
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of Options; Option Price. Each person who is both a Non-employee Director and
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a member of the Stock Option Committee shall be granted annually, (i) commencing
on March 1, 1992, and on each March 1 thereafter, an Option to purchase Five
Thousand (5,000) shares of Common Stock and (ii) commencing March 1, 1993, in
substitution for the grant described in (i), an Option to purchase Twenty
Thousand (20,000) shares of Common Stock. Each such Option shall be a Non-
qualified Stock Option and shall first become exercisable six months after the
date of grant. The Option Price shall be equal to the Fair Market Value of the
Common Stock on the date the Option is granted.
(b) Termination of Options Granted Pursuant to Section 9.
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(i) All options granted pursuant to this Section 9 shall be
exercisable until the first to occur of the following:
(A) Expiration of ten (10) years from the date of grant;
<PAGE>
(B) Expiration of Ninety (90) days from the date of the
Optionee's service as Non-employee Director terminates for any reason other than
Disability or death;
(C) Expiration of one year from the date the Optionee's service
with Company as a Non-employee Director terminates due to the Optionee's
Disability or death.
(c) Applicability of Provisions of Section 8 to Options Granted Pursuant
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to Section 9. The following provisions of Section 8 shall be applicable to
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Options granted pursuant to this Section 9: Subsection 8(a) (provided that all
Options granted pursuant to this Section 9 shall be Non-qualified Stock
Options); the last sentence of Subsection 8(b); Subsection 8(c); Subsection
8(d); Subsection 8(f); and Subsection 8(i).
10. Change of Control. In the event of a Change of Control, the Committee
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may take whatever action with respect to the Options outstanding (other than
Options granted pursuant to Section 9) it deems necessary or desirable,
including, without limitation, accelerating the expiration or termination date
in the respective Option Documents to a date no earlier than thirty (30) days
after notice of such acceleration is given to the Optionees. In addition to the
foregoing, in the event of a Change of Control, Options granted pursuant to the
plan shall become immediately exercisable in full.
A. "Change of Control" shall be deemed to have occurred upon
the earliest to occur of the following events: (i) the date the stockholders of
the Company (or the Board of Directors, if stockholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or (ii) the date the stockholders of the Company (or
the Board of Directors, if stockholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all of the
assets of the company, or (iii) the date the stockholders of the Company (or the
<PAGE>
Board of Directors, if stockholder action is not required) and the stockholders
of the other constituent corporation (or its board of directors if stockholder
action is not required) have approved a definitive agreement to merge or
consolidate the company with or into such other corporation, other than, in
either case, a merger or consolidation of the Company in which holders of shares
of the Company's Common Stock immediately prior to the merger or consolidation
will have at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after the merger or consolidation, which common
stock (and, if applicable voting securities) is to be held in the same
proportion as such holders' ownership of Common Stock of the Company immediately
before the merger or consolidation, or (iv) the date any entity, person or group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended) other than the Company or any of its
subsidiaries or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries, shall have become the
beneficial owner of, or shall have obtained voting control over, more than
twenty five percent (25%) of the outstanding shares of the Company's Common
Stock, or (v) the first day after the date this Plan is effective when directors
are elected such that a majority of the Board of Directors shall have been
members of the Board of Directors for less than twelve (12) months, unless the
nomination for election of each new director who was not a director at the
beginning of such twelve (12) month period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period.
11. Adjustments on Changes in Capitalization. The aggregate number of Shares
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and class of shares as to which Options may be granted hereunder, and the
<PAGE>
Option Price, shall be appropriately adjusted in the event of a stock dividend,
stock split, recapitalization or other change in the number or class of issued
and outstanding equity securities of the company resulting from a subdivision or
consolidation of the Common Stock and/or, if appropriate, other outstanding
equity securities or a recapitalization or other capital adjustment (not
including the issuance of Common Stock on the conversion of other securities of
the Company which are convertible into Common Stock) affecting the Common Stock
which is effected without receipt of consideration by the Company. The Committee
shall have authority to determine the adjustments to be made under this Section,
and any such determination by the Committee shall be final, binding and
conclusive; provided, however, that no adjustment shall be made which will cause
an ISO to lose its status as such without the consent of the Optionee, except
for adjustments made pursuant to Section 10 hereof.
12. Amendment of the Plan. The Board of Directors of the Company may amend
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the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not change the class of
individuals eligible to receive an ISO or increase the maximum number of shares
as to which Options may be granted without obtaining approval, within twelve
months before or after such action, by vote of a majority of the votes cast at a
duly called meeting of the stockholders at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting on the matter. In addition, the provisions of
Section 9 that determine (i) which directors shall be granted Options pursuant
to Section 9; (ii) the amount of Shares subject to Options granted pursuant to
Section 9; (iii) the price at which shares subject to Options granted pursuant
to Section 9 may be purchased and (iv) the timing of grants of Options pursuant
to Section 9 shall not be amended more than once every six months, other than to
<PAGE>
comport with changes in the Code or the Employee Retirement Income Security Act
of 1974, as amended. No amendment to the Plan shall adversely affect any
outstanding Option, however, without the consent of the optionee.
13. No Commitment to Retain. The grant of an Option pursuant to the Plan
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shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee in the employ of the Company or an Affiliate and/or as a member of the
Company's Board of Directors or in any other capacity.
14. Withholding of Taxes. Whenever the Company proposes or is required to
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deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or otherwise
make available to the company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for such Shares of (b) take whatever other
action it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to make any delivery or transfer of
Shares shall be conditioned on the Optionee's compliance, to the Company's
satisfaction, with any withholding requirement.
15. Interpretation. The Plan is intended to enable transactions under the
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Plan with respect to directors and officers (within the meaning of Section 16(a)
under the Securities Exchange Act of 1934, as amended) to satisfy the conditions
of Rule 16b-3; to the extent that any provision of the Plan would cause a
conflict with such conditions or would cause the administration of the Plan as
provided in Section 3 to fail to satisfy, on or after March 1, 1992, the
conditions of Rule 16b-3, such provision shall be deemed null and void to the
extent permitted by applicable law.
<PAGE>
EXHIBIT 5
August 15, 1997
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville TN 37203
Re: Registration Statement on Form S-8
Columbia/HCA Healthcare Corporation
3,183,046 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 3,183,046 shares of Common Stock, $.01 par value of the Company
(the "Common Stock") being offered to certain employees of the Company, under
the Value Health, Inc. 1991 Stock Plan, Value Health, Inc. 1991 Non-Employee
Director Stock Option Plan, Value Health, Inc. 1991 Employee Stock Purchase
Plan, Medintell System Corporation 1995 Stock Option Plan, Diagnostek, Inc. 1991
Stock Option Plan, Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock
Option Plan, Preferred Healthcare Ltd. Stock Incentive Plan and the Preferred
Healthcare Ltd. 1991 Directors' Stock Option Plan as 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
3,183,046 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,
/s/ Stephen T. Braun
Stephen T. Braun
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 23.2
Consent of the Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Columbia/HCA Healthcare Corporation pertaining to the Value Health,
Inc. 1991 Stock Plan, Value Health, Inc. 1991 Non-Employee Director Stock Option
Plan, Value Health, Inc. 1991 Employee Stock Purchase Plan, Medintell System
Corporation 1995 Stock Option Plan, Diagnostek, Inc. 1991 Stock Option Plan,
Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan, Preferred
Healthcare Ltd. Stock Incentive Plan and the Preferred Healthcare Ltd. 1991
Directors' Stock Option Plan of our report dated February 7, 1997, with respect
to the consolidated financial statements incorporated by reference in its Annual
Report (Form 10-K, as amended) for the year ended December 31, 1996.
/s/ ERNST & YOUNG LLP
----------------------------------
Ernst & Young LLP
Nashville, Tennessee
August 18, 1997
