<PAGE> 1
As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-48254
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HCA - THE HEALTHCARE COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 75-2497104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(Address of principal executive offices) (Zip Code)
MCA 401(K) PLAN
(Full title of the plan)
JOHN M. FRANCK II
VICE PRESIDENT AND CORPORATE SECRETARY
HCA - THE HEALTHCARE COMPANY
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(615) 344-9551
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of Amount to be Proposed maximum maximum Amount of
securities to be registered(1) registered(1) offering price per aggregate registration
share(1) offering price(1) fee(1)
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<S> <C> <C> <C> <C>
N/A N/A N/A N/A N/A
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(1) This Post-Effective Amendment deregisters certain shares and plan
interests to be offered under the MCA 401(k) Plan (the "Plan").
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POST-EFFECTIVE AMENDMENT NO. 1
HCA - The Healthcare Company (the "Company") is filing this
post-effective amendment to deregister certain shares and plan interests under
the Plan which were registered on this Registration Statement on Form S-8 (No.
333-48254), originally filed with the Securities and Exchange Commission (the
"Commission") on October 19, 2000. A total of 1,000,000 shares to which this
Registration Statement relates (the "Transferred Shares") have not yet been sold
pursuant to the Plan. Contemporaneously with the filing of this post-effective
amendment, the Company is filing with the Commission a new Registration
Statement on Form S-8 (the "New S-8") which registers the offer and sale of the
Transferred Shares plus an additional 7,000,000 shares (along with an
indeterminate number of plan interests) under various employee benefit plans of
the Company, including the Plan.
The Company and the Plan desire to have the Transferred Shares included
among the shares registered under the New S-8, in order to consolidate the
offerings of securities pursuant to several benefit plans of the Company on one
registration statement. Consequently, (i) the Company and the Plan are
registering the offer and sale of the Transferred Shares plus an indeterminate
amount of plan interests by means of the New S-8 pursuant to Instruction E to
Form S-8, (ii) the registration fee previously paid by the Company allocable to
the Transferred Shares will be carried over to the New S-8, and (iii) the
Transferred Shares and all interests in the Plan remaining unsold are hereby
deregistered from this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "1933 Act"), the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this amendment to this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Nashville,
Tennessee, on this 1st day of December, 2000.
HCA - THE HEALTHCARE COMPANY
By: /s/ John M. Franck II
--------------------------------------
John M. Franck II
Vice President and Corporate Secretary
Pursuant to the requirements of the 1933 Act, this amendment to this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title
--------- -----
*/s/ Thomas F. Frist, Jr., M.D. Chairman of the Board and Chief
-------------------------------------- Executive Officer (Principal Executive
Thomas F. Frist, Jr., M.D. Officer)
*/s/ David G. Anderson Senior Vice President-Finance and
-------------------------------------- Treasurer (Principal Financial
David G. Anderson Officer)
*/s/ R. Milton Johnson Senior Vice President and Controller
-------------------------------------- (Principal Accounting Officer)
R. Milton Johnson
*/s/ Jack O. Bovender, Jr. President, Chief Operating Officer
-------------------------------------- and Director
Jack O. Bovender, Jr.
*/s/ Magdalena H. Averhoff, M.D. Director
--------------------------------------
Magdalena H. Averhoff, M.D.
*/s/ Elaine L. Chao Director
--------------------------------------
Elaine L. Chao
*/s/ J. Michael Cook Director
--------------------------------------
J. Michael Cook
<PAGE> 4
*/s/ Martin Feldstein Director
--------------------------------------
Martin Feldstein
Director
--------------------------------------
Frederick W. Gluck
*/s/ Glenda A. Hatchett Director
--------------------------------------
Glenda A. Hatchett
Director
--------------------------------------
T. Michael Long
*/s/ John H. McArthur Director
--------------------------------------
John H. McArthur
*/s/ Thomas S. Murphy Director
--------------------------------------
Thomas S. Murphy
*/s/ Kent C. Nelson Director
--------------------------------------
Kent C. Nelson
Director
--------------------------------------
Carl E. Reichardt
*/s/ Frank S. Royal, M.D. Director
--------------------------------------
Frank S. Royal, M.D.
*By: /s/ John M. Franck II,
---------------------------------
John M. Franck II,
Attorney-in-Fact
December 1, 2000
<PAGE> 5
Pursuant to the requirements of the 1933 Act, the trustees (or other
persons who administer the Plan) have duly caused this amendment to this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, Tennessee, on this 1st day
of December, 2000
MCA 401(K) PLAN
By: /s/ Philip R. Patton
---------------------------------------
Philip R. Patton
Senior Vice President - Human Resources
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number
------
4.1(a) Restated Certificate of Incorporation of the Company (restated
electronically for SEC filing purposes) (filed as Exhibit 1 to
the Company's Form 8-A/A, Amendment No. 1, dated October 19,
2000, and incorporated herein by reference).
4.1(b) Second Amended and Restated Bylaws of the Company (filed as
Exhibit 3 to the Company's Form 8-A/A, Amendment No. 1, dated
October 19, 2000, and incorporated herein by reference).
4.2 Specimen Certificate for shares of Common Stock, par value
$0.01 per share, of the Company (filed as Exhibit 4 to the
Company's Form 8-A/A, Amendment No. 1, dated October 19, 2000,
and incorporated herein by reference).
4.3 Registration Rights Agreement dated as of March 16, 1989, by
and among HCA-Hospital Corporation of America and the persons
listed on the signature pages thereto (filed as Exhibit
(g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by
HCA-Hospital Corporation of America, Hospital Corporation of
America and The HCA Profit Sharing Plan on March 22, 1989, and
incorporated herein by reference).
4.4 Assignment and Assumption Agreement dated as of February 10,
1994, between HCA-Hospital Corporation of America and the
Company relating to the Registration Rights Agreement, as
amended (filed as Exhibit 4.7 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference).
4.5 Distribution Agreement dated as of May 11, 1999 by and among
the Company, LifePoint Hospitals, Inc. and Triad Hospitals,
Inc. (filed as Exhibit 99 to the Company's Current Report on
Form 8-K dated May 11, 1999, and incorporated herein by
reference).
23 Consent of Ernst & Young LLP, independent auditors.*
24 Power of Attorney*
* Previously filed
