<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-_____
===============================================================================
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)
<TABLE>
<S> <C>
Delaware 51-0354549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
------------------------
Total Renal Care Holdings, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Barry C. Cosgrove
Senior Vice President and Secretary
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
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626-1924
(714) 433-2626
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================
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
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 800,000 $ 3.875 $ 3,100,000.00 $ 819.00
=======================================================================================
</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 February 15, 2000, respectively,
as reported on the New York Stock Exchange.
<PAGE>
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 November 29, 1995, Registration No. 33-99862.
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 Steven J.
Udicious, Acting General Counsel of the Company. Mr. Udicious 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 Steven J. Udicious, Acting General Counsel, Total Renal Care
Holdings, Inc.
23.1 Consent of Steven J. Udicious, Acting General Counsel, Total Renal Care
Holdings, Inc. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on page II-2).
II-1
<PAGE>
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 February 18, 2000.
TOTAL RENAL CARE HOLDINGS, INC.
By: /s/ Kent J. Thiry
----------------------------------------
Kent J. Thiry
Chairman and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kent J. Thiry and Steven J. Udicious, 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>
/s/ Kent J. Thiry Chairman and Chief Executive Officer February 18, 2000
- ------------------------- (Principal Executive Officer)
Kent J. Thiry
/s/ Richard K. Whitney Chief Financial Officer February 18, 2000
- ------------------------- (Principal Financial Officer)
Richard K. Whitney
/s/ John J. McDonough Vice President and Chief Accounting February 18, 2000
- ------------------------- Officer (Principal Accounting
John J. McDonough Officer
/s/ Maris Andersons Director February 18, 2000
- -------------------------
Maris Andersons
/s/ Richard B. Fontaine Director February 18, 2000
- -------------------------
Richard B. Fontaine
/s/ Peter T. Grauer Director February 18, 2000
- -------------------------
Peter T. Grauer
Director February __, 2000
- -------------------------
C. Raymond Larkin, Jr.
/s/ Shaul G. Massry Director February 18, 2000
- -------------------------
Shaul G. Massry
</TABLE>
II-2
<PAGE>
Index To Exhibits
Sequentially
Numbered
Exhibit Description Page Number
- ------------- ----------- -----------
5.1 Opinion of Steven J. Udicious, Acting General Counsel, Total Renal Care
Holdings, Inc.
23.1 Consent of Steven J. Udicious, Acting General Counsel, Total Renal Care
Holdings, Inc. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on page II-2).
II-3
<PAGE>
EXHIBIT 5.1
February 11, 2000
Ladies and Gentlemen:
I am the Acting 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 800,000 shares of the Common
Stock, $0.001 par value per share (the "Shares") issuable under the Total Renal
Care Holdings, Inc. Employee Stock Purchase Plan, as amended (the "Plan"). 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,
when offered, sold and paid for pursuant to the exercise of purchase rights
granted under the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
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,
/s/ Steven J. Udicious
------------------------------
Steven J. Udicious
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 29, 1999, except for Note 1A
which is as of January 26, 2000 relating to the financial statements of Total
Renal Care Holdings, Inc., which appears in Total Renal Care Holdings, Inc.'s
Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
March 29, 1999, except for Note 1A which is as of January 26, 2000 relating to
the financial statement schedule, which appears in such Form 10-K/A (Amendment
No. 2).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
February 11, 2000
