<PAGE> 1
As Filed With the Securities and Exchange Commission
on September 26, 1997
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
COVENTRY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 62-1297579
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
COVENTRY CORPORATION
53 CENTURY BOULEVARD, SUITE 250 37214
NASHVILLE, TENNESSEE (Zip Code)
(Address of Principal Executive Offices)
Coventry Corporation Retirement Savings Plan
(Full title of the plan)
SHIRLEY SMITH
VICE PRESIDENT, CORPORATE GENERAL COUNSEL AND SECRETARY
COVENTRY CORPORATION
53 CENTURY BOULEVARD, SUITE 250
NASHVILLE, TENNESSEE 37214
(Name and address of agent for service)
(615) 391-2440
(Telephone number, including area code, of agent for service)
Copy to:
BOB F. THOMPSON
BASS, BERRY & SIMS
2700 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered(1) be registered per share (2) price (2) registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 250,000 shares $18.34375 $4,585,937.50 $1,389.68
=================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in accordance
with Rule 457(h) and is based upon the average of the high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq National
Market on September 24, 1997.
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This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
par value $.01 per share (the "Common Stock"), of Coventry Corporation, a
Delaware corporation (the "Registrant"), to be issued pursuant to the Coventry
Corporation Retirement Savings Plan (the "Plan"). The Registrant's previously
filed Registration Statement on Form S-8 (No. 33-81358), as filed with the
Securities and Exchange Commission (the "Commission") on August 5, 1994 is
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, as amended by
filings dated April 1, 1997, April 30, 1997, June 11,
1997, July 3, 1997 and July 25, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1997, as amended
by filings dated June 11, 1997 and July 3, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1997;
(d) The Registrant's Current Report on Form 8-K filed
April 14, 1997;
(e) The Registrant's Current Report on Form 8-K filed
May 4, 1997;
(f) The Registrant's Current Report on Form 8-K filed
July 9, 1997; and
(g) The description of the Registrant's Common Stock
contained in the Registrant's registration statement
on Form 8-A dated April 11, 1991, as amended or
updated pursuant to the Exchange Act.
All documents and reports subsequently filed by the Registrant or the
Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all shares covered hereby have been sold or which deregisters all
such shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not applicable
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index (Page II-5)
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment hereof) which individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities would not exceed
that which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change
in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in
the effective registration statement; and;
(iii) 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;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act, that are incorporated
by reference in the Registration Statement.
(2) That, for the purposes 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 which remain
unsold at the termination of the offering.
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<PAGE> 4
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 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 the 26th day
of September, 1997.
COVENTRY CORPORATION
By: /s/ Allen F. Wise
--------------------------------------
Allen F. Wise
President, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Allen F. Wise and Dale B. Wolf 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 to this Registration
Statements, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, 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 his 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 has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Allen F. Wise President, Chief Executive 8/20/1997
- ------------------------------ Officer and Director
Allen F. Wise
/s/ Dale B. Wolf Senior Vice President, Chief 8/20/1997
- ------------------------------ Financial Officer and Treasurer
Dale B. Wolf (Principal Financial and
Accounting Officer)
/s/ Shirley R. Smith Vice President, Corporate 8/20/1997
- ------------------------------ General Counsel and Secretary
Shirley R. Smith
/s/ Richard H. Jones Senior Vice President and 8/20/1997
- ------------------------------ Director
Richard H. Jones
/s/ John H. Austin, M.D. Director 9/22/1997
- ------------------------------
John H. Austin, M.D.
/s/ Philip N. Bredesen Director 8/20/1997
- ------------------------------
Philip N. Bredesen
/s/ Laurence DeFrance Director 8/20/1997
- ------------------------------
Laurence DeFrance
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Emerson D. Farley, Jr., M.D. Director 8/20/1997
- ---------------------------------
Emerson D. Farley, Jr., M.D.
/s/ Patrick T. Hackett Director 8/20/1997
- ---------------------------------
Patrick T. Hackett
/s/ Lawrence N. Kugelman Director 8/20/1997
- ---------------------------------
Lawrence N. Kugelman
/s/ Rodman W. Moorhead, III Director 8/20/1997
- ---------------------------------
Rodman W. Moorhead, III
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially Numbered
No. Exhibit Description Page
- ------- ---------------------------------------------------------- ---------------------
<S> <C> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on pages II-3 and II-4)
</TABLE>
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Exhibit 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
September 26, 1997
Coventry Corporation
53 Century Boulevard
Suite 250
Nashville, Tennessee 37214
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a registration
statement on Form S-8 (the "Registration Statement") relating to the Coventry
Corporation Retirement Savings Plan, as amended (the "Plan"), filed by you with
the Securities and Exchange Commission covering 250,000 additional shares of the
Company's Common Stock (the "Common Stock") issuable pursuant to the Plan. In so
acting, we have examined and relied upon such records, documents and other
instruments as in our judgment are necessary or appropriate in order to express
the opinion hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Bass, Berry & Sims PLC
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion of our
reports dated February 21, 1997, included in Amendment No. 5 to Form 10-K/A for
the year ended December 31, 1996 in this Form S-8 of Coventry Corporation
dated September 26, 1997.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
September 25, 1997
