<PAGE> 1
As filed with the Securities and Exchange Commission on October 19, 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)
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)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered(1) registered(2) offering price per maximum aggregate registration fee
share(3) offering price(3)
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,000,000 shares $40.13 $40,130,000 $10,595
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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 plan 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) Pursuant to Rule 457(h)(1) under the 1933 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 HCA - The
Healthcare Company (the "Company") common stock 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
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 Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000, and Current Reports on
Form 8-K dated February 14, 2000, May 18, 2000, May 25, 2000,
August 18, 2000 and September 14, 2000;
(c) 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 the MCA 401(k) Plan (the "Plan") 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 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 director or officer of the Company (or was serving at the request of the
Company as a director, officer,
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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 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:
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Exhibit
Number
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<S> <C>
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).
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<S> <C>
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).
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(B) In lieu of attaching as an exhibit the Internal Revenue Service
(the "IRS") determination letter that the Plan is 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
Plan 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 plan, 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.
(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.
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(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 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, 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 Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.
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Signature Title Date
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<S> <C> <C>
/s/ Thomas F. Frist, Jr., M.D. Chairman of the Board and Chief October 19, 2000
------------------------------- Executive Officer (Principal
Thomas F. Frist, Jr., M.D. Executive Officer)
/s/ David G. Anderson Senior Vice President-Finance and October 19, 2000
------------------------------- Treasurer (Principal Financial Officer)
David G. Anderson
/s/ R. Milton Johnson Senior Vice President and Controller October 19, 2000
------------------------------- (Principal Accounting Officer)
R. Milton Johnson
/s/ Jack O. Bovender, Jr. President, Chief Operating Officer October 19, 2000
------------------------------- 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
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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.
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Pursuant to the requirements of the 1933 Act, the trustees (or other
persons who administer the Plan) 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 19th day of October, 2000
MCA 401(K) PLAN
By: /s/ Philip R. Patton
---------------------------------------
Philip R. Patton
Senior Vice President - Human Resources
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EXHIBIT INDEX
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Exhibit
Number
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<S> <C>
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 (filed
herewith).
24 Power of Attorney (included in the signature page of this
Registration Statement).
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