<PAGE> 1
As filed with the Securities and Exchange Commission on October 19, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HCA - THE HEALTHCARE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2497104
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(Address of Principal Executive Offices)
COLUMBIA/HCA HEALTHCARE CORPORATION
2000 EQUITY INCENTIVE 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 of Registrant's agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price registration fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,500,000 $40.13 $2,026,565,000 $535,014
$.01 par value
=========================================================================================================
</TABLE>
(1)Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2)Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee 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 October 12, 2000, as reported by the Wall
Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
HCA - The Healthcare Company (the "Registrant") has sent or given or
will send or give documents containing the information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") to
participants in the plan listed on the cover of this Registration Statement, as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registrant is not filing such documents with the SEC, but
these documents 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:
(1) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1999;
(2) The Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(3) The Registrant's Current Reports on Form 8-K dated February 14, 2000,
May 18, 2000, May 25, 2000, August 18, 2000 and September 14, 2000;
(4) The description of the Registrant's Common Stock, $.01 par value per
share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A/A filed with the SEC and dated October 19, 2000,
including all amendments and reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement 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 herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
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.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation")
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provides that the Registrant will hold harmless and indemnify each person who
was or is made a party to or is threatened to be made a party to or is involved
in any actual or threatened 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), 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. With respect to any
criminal action or proceeding, a corporation may indemnify a director, officer,
employee or agent who had no reasonable cause to believe his or her conduct was
unlawful against such expenses, judgments, fines and amounts paid. 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 in defending an action brought by or in the right of a
corporation 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. However, the corporation shall not indemnify a director, officer,
employee or agent 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 deems
proper.
The 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. However, the statute provides that the
provision may not eliminate or limit a director's liability for (i) breaches of
the director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith or involving intentional misconduct or known
violations of law, (iii) the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) transactions in which the director received an
improper personal benefit.
The Registrant is insured against liabilities that it may incur by
reason of its indemnification of officers and directors in accordance with its
Certificate of Incorporation. In addition, the Registrant, at its expense,
insures directors and officers against certain liabilities that might arise out
of their employment and are not subject to indemnification under the Certificate
of Incorporation.
The foregoing summaries are necessarily subject to the complete text of
the statutes, Certificate of Incorporation and the agreements referred to above
and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
4.1 Specimen Certificate for shares of Common Stock, par value $.01 per
share, of the Registrant (filed as Exhibit 4 to the Registrant's Form
8-A/A, Amendment No. 1, dated October 19, 2000).*
4.2 Restated Certificate of Incorporation of the Registrant, as amended
(restated electronically for SEC filing purposes) (filed as Exhibit 1
to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19,
2000).*
4.3 Second Amended and Restated Bylaws of the Registrant (filed as Exhibit
3 to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19,
2000).*
4.4 Registration Rights Agreement dated as of March 16, 1989, by and among
HCA-Hospital
3
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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).*
4.5 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 year ended
December 31, 1993).*
4.6 Distribution Agreement dated as of May 11, 1999 by and among the
Registrant, LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (filed
as Exhibit 99 to the Registrant's Current Report on Form 8-K dated May
11, 1999).*
23 Consent of Ernst & Young LLP, independent auditors (filed herewith).
24 Power of Attorney (included in the signature page of this Registration
Statement).
------------------------------
* Incorporated by reference.
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(1) 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
B. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this 19th day of
October, 2000.
HCA - THE HEALTHCARE COMPANY
By: /s/ John M. Franck II
----------------------------------------
John M. Franck II
Vice President and Corporate Secretary
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints John M. Franck II, R. Milton Johnson and
Robert A. Waterman, 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 the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary, 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas F. Frist, Jr., M.D. Chairman of the Board and Chief October 19, 2000
------------------------------------ Executive Officer
Thomas F. Frist, Jr., M.D.
/s/ David G. Anderson Senior Vice President-Finance October 19, 2000
------------------------------------ and Treasurer
David G. Anderson
/s/ R. Milton Johnson Senior Vice President and October 19, 2000
------------------------------------ Controller
R. Milton Johnson
/s/ Jack O. Bovender, Jr. President, Chief Operating October 19, 2000
------------------------------------ Officer and Director
Jack O. Bovender, Jr.
/s/ Magdalena H. Averhoff, M.D. Director October 19, 2000
------------------------------------
Magdalena H. Averhoff, M.D.
/s/ Elaine L. Chao Director October 19, 2000
------------------------------------
Elaine L. Chao
/s/ J. Michael Cook Director October 19, 2000
------------------------------------
J. Michael Cook
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Martin Feldstein Director October 19, 2000
------------------------------------
Martin Feldstein
Director October , 2000
------------------------------------
Frederick W. Gluck
/s/ Glenda A. Hatchett Director October 19, 2000
------------------------------------
Glenda A. Hatchett
Director October , 2000
------------------------------------
T. Michael Long
/s/ John H. McArthur Director October 19, 2000
------------------------------------
John H. McArthur
/s/ Thomas S. Murphy Director October 19, 2000
------------------------------------
Thomas S. Murphy
/s/ Kent C. Nelson Director October 19, 2000
------------------------------------
Kent C. Nelson
Director October , 2000
------------------------------------
Carl E. Reichardt
/s/ Frank S. Royal, M.D. Director October 19, 2000
------------------------------------
Frank S. Royal, M.D.
</TABLE>
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EXHIBIT INDEX
Exhibit 4.1 Specimen Certificate for shares of Common Stock, par value
$.01 per share, of the Registrant (filed as Exhibit 4 to the
Registrant's Form 8-A/A dated October 19, 2000).*
Exhibit 4.2 Restated Certificate of Incorporation of the Registrant,
as amended (restated electronically for SEC filing purposes)
(filed as Exhibit 1 to the Registrant's Form 8-A/A, Amendment
No. 1, dated October 19, 2000).*
Exhibit 4.3 Second Amended and Restated Bylaws of the Registrant (filed
as Exhibit 3 to the Registrant's Form 8-A/A, Amendment No. 1,
dated October 19, 2000).*
Exhibit 4.4 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).*
Exhibit 4.5 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 year ended December 31, 1993).*
Exhibit 4.6 Distribution Agreement dated as of May 11, 1999 by and among
the Registrant, LifePoint Hospitals, Inc. and Triad Hospitals,
Inc. (filed as Exhibit 99 to the Registrant's Current Report
on Form 8-K dated May 11, 1999).*
Exhibit 23 Consent of Ernst & Young LLP, independent auditors (filed
herewith).
Exhibit 24 (Power of Attorney included in the signature page of this
Registration Statement).
------------------------------
* Incorporated by Reference
7
