<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1998
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
TOTAL RENAL CARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0354549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
(310) 792-2600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
1997 Equity Compensation Plan
(Full title of the plan)
JOHN E. KING
Chief Financial Officer
Total Renal Care Holdings, Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
(310) 792-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
JAMES W. LOSS, Esq.
Riordan & McKinzie
695 Town Center Dr., Suite 1500
Costa Mesa, California 92626
(714) 433-2626
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE/1/ OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------
Common Stock 3,000,000 $31.001 $93,001,500 $27,440
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</TABLE>
/1/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices
of the Company's Common Stock on June 3, 1998, respectively, as reported on
the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Total Renal Care Holdings, Inc. (the "Company") hereby incorporates
herein by reference the contents of the Registration Statement of the Company on
Form S-8 dated August 29, 1997, Registration No. 333-34695.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby (the "Shares") has been passed upon for the Company by Barry C. Cosgrove,
General Counsel of the Company. Mr. Cosgrove holds stock and options to
purchase stock granted under the Company's employee stock plans which in the
aggregate represent less than 1% of the Common Stock.
ITEM 8. EXHIBITS.
5.1 Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care
Holdings, Inc.
23.1 Consent of Barry C. Cosgrove, General Counsel, Total Renal Care
Holdings, Inc. (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Baird, Kurtz & Dobson.
23.5 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on page II-2).
II-1
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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 Torrance, State of California, on May 31, 1998.
TOTAL RENAL CARE HOLDINGS, INC.
By: /s/ JOHN E. KING
---------------------------
John E. King
Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. King, Victor M.G. Chaltiel and Barry C.
Cosgrove, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, 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 or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief May 31, 1998
/s/ VICTOR M.G. CHALTIEL Executive Officer, and Director
- ---------------------------------
Victor M.G. Chaltiel
Vice President, Finance and May 31, 1998
/s/ JOHN E. KING Chief Financial Officer
- ---------------------------------
John E. King
/s/ MARIS ANDERSONS Director May 31, 1998
- ---------------------------------
Maris Andersons
/s/ PETER T. GRAUER Director May 31, 1998
- ---------------------------------
Peter T. Grauer
/s/ REGINA E. HERZLINGER Director May 31, 1998
- ---------------------------------
Regina E. Herzlinger
/s/ SHAUL G. MASSRY Director May 31, 1998
- ---------------------------------
Shaul G. Massry
</TABLE>
II-2
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page Number
- ------------- ----------- -----------
<S> <C>
5.1 Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care
Holdings, Inc.
23.1 Consent of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings,
Inc. (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Baird, Kurtz & Dobson
23.5 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on page II-2).
</TABLE>
II-3
<PAGE>
EXHIBIT 5.1
May 22, 1998
Ladies and Gentlemen:
I am the General Counsel of Total Renal Care Holdings, Inc., a
Delaware corporation (the "Company") and the holder of stock and options to
purchase stock granted under the Company's employee stock plans which in the
aggregate represent less than 1% of the Company's outstanding Common Stock. I
am delivering this opinion in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of up to 3,000,000 shares
of the Common Stock, $0.001 par value per share (the "Shares") issuable upon the
exercise of options granted under the Total Renal Care Holdings, Inc. 1997
Equity Compensation Plan, as amended. This opinion is delivered in connection
with that certain Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the 1933 Act.
In rendering the opinion set forth herein, I have made such
investigations of fact and law, and examined such documents and instruments, or
copies thereof established to my satisfaction to be true and correct copies
thereof, as I have deemed necessary under the circumstances.
Based upon the foregoing and such other examination of law and fact as
I have deemed necessary, and in reliance thereon, I am of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus which is a part of the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (no. 333-XXXXX and 333-34695) of Total Renal Care
Holdings, Inc. of our report dated February 16, 1998, except as to the pooling
of interests with Renal Treatment Centers, Inc. which is as of May 14, 1998,
appearing on page F-1 of the 1997 Annual Report to Shareholders which is
included in the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page S-1 of such
Form 10-K/A.
/s/ PRICE WATERHOUSE LLP
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and the Registration on Form S-8 (No. 333-34965) of Total Renal Care
Holdings, Inc. of our report dated May 14, 1998, which includes references to
information audited by other auditors for which the dates of their reports are
July 14, 1995 and March 31, 1995, on our audits of the financial statements and
financial statement schedule of Renal Treatment Centers, Inc. and Subsidiaries
as of December 31, 1997 and 1996, and for each of the four years in the period
ended December 31, 1997 and for the six months ended December 31, 1995, which
report is included on page F-2 on the Annual Report on Form 10-K/A.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Philadelphia, PA
June 3, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and the Registration Statement on Form S-8 (No.333-34695) of Total
Renal Care Holdings, Inc. of our report dated July 14, 1995, except for Note 9
as to which the date is July 24, 1995, on our audit of the Wichita Dialysis
Group as of December 31, 1994 and for the year then ended, appearing in the
Annual Report on Form 10-K/A of Renal Treatment Centers, Inc. and Subsidiaries
for the year ended December 31, 1996.
/s/ BAIRD, KURTZ & DOBSON
Baird, Kurtz & Dobson
Wichita, Kansas
June 3, 1998
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EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Total Renal Care Holdings, Inc. on Form S-8 of our report dated March 31, 1995
appearing in the Annual Report on Form 10-K/A of Total Renal Care Holdings, Inc.
for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 3, 1998
