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REGISTRATION NO. 333-
As filed with the Securities and Exchange Commission on September 12, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIFEMARK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3338328
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7600 NORTH 16TH STREET, SUITE 150
PHOENIX, ARIZONA 85020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
LIFEMARK CORPORATION BELL, BOYD & LLOYD LLC
7600 NORTH 16TH STREET THREE FIRST NATIONAL PLAZA
PHOENIX, ARIZONA 85020 CHICAGO, ILLINOIS 60602
ATTENTION: MICHAEL J. KENNEDY ATTENTION: WILLIAM G. BROWN
(602) 331-5100 (312) 372-1121
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered(1) Per Share(2) Offering Price Registration Fee(2)
--------------------------- ---------------- ------------ -------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 150,000 Shares $8.21875 $1,213,813 $325
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(1) CALCULATED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 AND RULE 457
OF THE SECURITIES ACT OF 1933, AS AMENDED. THE REGISTRATION STATEMENT
ALSO INCLUDES AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY
BECOME ISSUABLE UNDER THE ANTIDILUTION AND OTHER ADJUSTMENT PROVISIONS
OF THE PLAN PURSUANT TO RULE 416(A) OF THE SECURITIES ACT OF 1933.
(2) IN ACCORDANCE WITH RULE 457(H), CALCULATED ON THE BASIS OF THE AVERAGE
OF THE HIGH AND LOW SALE PRICES OF THE REGISTRANT'S COMMON STOCK AS
QUOTED IN THE CONSOLIDATED REPORTING SYSTEM OF THE NASDAQ NATIONAL
MARKET ON SEPTEMBER 11, 2000, AS REPORTED BY NASDAQ ONLINE.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of General Instruction E to Form S-8, as amended. The purpose of
this Registration Statement is to register an additional 150,000 shares of
common stock , $.01 par value per share (the "Common Stock"), of Lifemark
Corporation (the "Company"), which shares of Common Stock may be offered for
sale pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
300,000 shares of Common Stock have been previously registered for issuance
under the Plan pursuant to Registration Statement number 333-04981 on Form S-8,
filed with the Securities Exchange Commission on May 31, 1996 (the "Previous
Registration Statement"). The contents of the Previous Registration Statement
are hereby incorporated herein by reference.
In accordance with General Instruction E to Form S-8, as amended, the necessary
opinion and consents are attached hereto as Exhibits 5, 23(a) and 23(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the following documents in this
registration statement:
(a) The Registrant's annual report on Form 10-K for the year ended
May 31, 2000; and
(b) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all Common Stock of the
Registrant offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this registration statement 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
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Phoenix, State of Arizona, on September 12, 2000.
LIFEMARK CORPORATION
By: /s/ Rhonda E. Brede
------------------------
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Rhonda E. Brede President, Chief Executive Officer September 12, 2000
-------------------------------- and Director
Rhonda E. Brede (Principal Executive Officer)
/s/ Michael J. Kennedy Vice President and Chief Financial September 12, 2000
-------------------------------- Officer
Michael J. Kennedy (Principal Financial and Accounting
Officer)
/s/ Richard C. Jelinek Chairman of the Board and Director September 12, 2000
--------------------------------
Richard C. Jelinek
/s/ John G. Lingenfelter Vice Chairman and Director September 12, 2000
--------------------------------
John G. Lingenfelter, M.D.
/s/ Risa Lavizzo-Mourey Director September 12, 2000
--------------------------------
Risa Lavizzo-Mourey
/s/ Henry H. Kaldenbaugh Director September 12, 2000
--------------------------------
Henry H. Kaldenbaugh, M.D.
/s/ William G. Brown Director September 12, 2000
--------------------------------
William G. Brown
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INDEX TO EXHIBITS
The following are filed as part of this registration statement.
<TABLE>
<CAPTION>
Exhibit Page Number
Number Description of Document or Reference
------ ----------------------- ------------
<S> <C> <C>
5 Opinion of Bell, Boyd & Lloyd LLC.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Bell, Boyd & Lloyd LLC (included in
Exhibit 5).
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