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As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333- _____
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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 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)
COLUMBIA/HCA HEALTHCARE CORPORATION SALARY DEFERRAL PLAN/401(K)
COLUMBIA/HCA HEALTHCARE CORPORATION STOCK BONUS PLAN
HCA 401(K) PLAN
HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM
EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN
MCA 401(K) PLAN
(Full title of the plans)
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)
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum
Proposed maximum aggregate Amount of
Title of each class of Amount to be offering price per offering registration
securities to be registered(1) registered(2)(3)(4) share(3)(4) price(3)(4) fee(3)(4)(5)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 8,000,000 shares $39.39 $315,090,000 $83,184
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "1933 Act"), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the
employee benefit plans described herein.
(2) Pursuant to Rule 416(a) under the 1933 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.
(3) HCA - The Healthcare Company (the "Company") previously filed (i) a
Registration Statement on Form S-8 on September 28, 1998 (Registration
No. 333-64479) which registered 3,000,000 shares to be offered pursuant
to the Columbia/HCA Healthcare Corporation Salary Deferral Plan/401(k)
and the Columbia/HCA Healthcare Corporation
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Stock Bonus Plan (which plans will be merged to form the HCA 401(k)
Plan effective January 1, 2001), the Healthtrust, Inc. 401(k)
Retirement Program and the EPIC Healthcare Group Profit Sharing Plan,
and (ii) a Registration Statement on Form S-8 on October 19, 2000
(Registration No. 333-48254) which registered 1,000,000 shares to be
offered pursuant to the MCA 401(k) Plan. There are currently 1,000,000
shares registered under Registration Statement No. 333-48254 that have
not been sold (the "Transferred Shares"). The Company paid fees
totaling $10,595 to register the Transferred Shares. The Company is
concurrently herewith filing a post-effective amendment to such
registration statement which deregisters the Transferred Shares. The
Transferred Shares, plus an additional 7,000,000 shares to be offered
pursuant to the Columbia/HCA Healthcare Corporation Salary Deferral
Plan/401(k), the Columbia/HCA Healthcare Corporation Stock Bonus Plan,
the HCA 401(k) Plan, the Healthtrust, Inc. 401(k) Retirement Program,
the EPIC Healthcare Group, Inc. Profit Sharing Plan and the MCA 401(k)
Plan, are being registered on this Registration Statement. Pursuant to
General Instruction E to Form S-8, the Transferred Shares and the
registration fees previously paid with respect to the Transferred
Shares are carried over to this Registration Statement.
(4) The proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee shown are a
combination of the respective amounts used in calculating the portion
of the registration fees carried over with respect to the Transferred
Shares and the amounts used in calculating the portion of the
registration fees on the newly registered shares as follows:
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Registration Statement Shares Carried Over Proposed Maximum Proposed Maximum Amount of
and Newly Registered Offering Price per Aggregate Offering Registration Fee(A)
Share(A) Price(A)
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<S> <C> <C> <C> <C>
333-48254 1,000,000 $40.13(B) $40,130,000(B) $10,595(B)
This Registration 7,000,000 $39.28(C) $274,960,000(C) $72,589(C)
Statement
Total 8,000,000 $39.39 $315,090,000 $83,184
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(A) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering
price is estimated solely for the purpose of calculating the
registration fee.
(B) Computed on the basis of the average of the high and low
prices of the Company's common stock on October 12, 2000 as
reported on the New York Stock Exchange.
(C) Computed on the basis of the average of the high and low
prices of the Company's common stock on November 27, 2000 as
reported on the New York Stock Exchange.
(5) As described in Notes (3) and (4), $10,595 of the registration fee was
previously paid in connection with the registration of the Transferred
Shares. The balance of the registration fee of $72,589 has been
deposited by the Company to the Commission's lock-box account in
connection with this Registration Statement.
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PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.+
Item 2. Registrant Information and Plan Annual Information.+
+ Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Note to Part I of Form S-8.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
registration statement as of their respective dates of filing:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Annual Report on Form 11-K for the year ended December 31,
1999 of each the Columbia/HCA Healthcare Corporation Salary
Deferral Plan/401(k), the Columbia/HCA Healthcare Corporation
Stock Bonus Plan, the Healthtrust, Inc. 401(k) Retirement
Program, and the EPIC Healthcare Group, Inc. Profit Sharing
Plan;
(c) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000 and
Current Reports on Form 8-K dated February 14, 2000, May 18,
2000, May 25, 2000, August 18, 2000, September 14, 2000 and
October 25, 2000; and
(d) the description of the Company's common stock, $.01 par value
per share, contained in the Company's Registration Statement
on Form 8-A/A, Amendment No. 1, as filed with the Commission
on October 19, 2000, including all amendments and reports
filed for the purpose of updating such description.
All documents filed subsequent to the date of this registration
statement by the Company or any of the plans to which this Registration
Statement relates (the "Plans") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing. Any
statement contained in a document incorporated 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 that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
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subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation provides that each
person who was or is made a party or is threatened to be made 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 Company (or was serving at the request of the
Company as a director, officer, employee or agent for another entity) will be
indemnified and held harmless by the Company, 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 Company'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 Company shall not be
liable to the Company 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 certificate 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
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unlawful stock purchases or redemptions or (iv) for transactions in which the
director received an improper personal benefit.
The Company 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 Company'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, the Company's Restated Certificate of Incorporation and agreements
referred to above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(A) The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
4.1(a) Restated Certificate of Incorporation of the Company, as
amended (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
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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 (filed
herewith).
24 Power of Attorney (included in the signature page of this
Registration Statement).
(B) In lieu of attaching as an exhibit the Internal Revenue Service
(the "IRS") determination letter that the Plans are qualified under
Section 401 of the Internal Revenue Code of 1986, as amended, the
registrant hereby undertakes that it has submitted or will submit the
Plans and any amendments thereto to the IRS in a timely manner and has
made or will make all changes required by the IRS in order to qualify
such Plans, as amended.
Item 9. Undertakings.
(a) The undersigned 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 1933 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 which remain
unsold at the termination of any offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
(c) Insofar as indemnification for liabilities arising under the 1933
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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of 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 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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Franck II, R. Milton Johnson and
Robert A. Waterman, and each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement
(including any post-effective amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or would do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this registration
statement has been signed by the following persons in the capacities indicated
below on this 1st day of December, 2000.
Signature Title
/s/ Thomas F. Frist, Jr., M.D. Chairman of the Board and Chief Executive
------------------------------- Officer (Principal Executive Officer)
Thomas F. Frist, Jr., M.D.
/s/ David G. Anderson Senior Vice President-Finance and Treasurer
------------------------------- (Principal Financial Officer)
David G. Anderson
/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.
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/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
/s/ Martin Feldstein Director
-------------------------------
Martin Feldstein
/s/ Frederick W. Gluck Director
-------------------------------
Frederick W. Gluck
/s/ Glenda A. Hatchett Director
-------------------------------
Glenda A. Hatchett
/s/ T. Michael Long 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
/s/ Carl E. Reichardt Director
-------------------------------
Carl E. Reichardt
/s/ Frank S. Royal, M.D. Director
-------------------------------
Frank S. Royal, M.D.
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Pursuant to the requirements of the 1933 Act, the trustees (or other
persons who administer the Plans) have duly caused 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
COLUMBIA/HCA HEALTHCARE CORPORATION
SALARY DEFERRAL PLAN/401(K)
COLUMBIA/HCA HEALTHCARE CORPORATION
STOCK BONUS PLAN
HCA 401(K) PLAN
HEALTHTRUST, INC. 401(K) RETIREMENT
PROGRAM
EPIC HEALTHCARE GROUP, INC. PROFIT
SHARING PLAN
MCA 401(K) PLAN
By: /s/ Philip R. Patton
---------------------------------------
Philip R. Patton
Senior Vice President - Human Resources
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EXHIBIT INDEX
Exhibit
Number
4.1(a) Restated Certificate of Incorporation of the Company, as
amended (restated electronically for SEC 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 (filed
herewith).
24 Power of Attorney (included in the signature page of this
Registration Statement).
