<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. 1999 Equity Compensation 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
=======================================================================================
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
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 $ 3.875 $ 11,625,000.00 $ 3,069.00
=======================================================================================
</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.
The following documents filed by Total Renal Care Holdings, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1998 and Amendments No. 1 and No. 2 to the annual report on
Form 10-K/A.
(2) Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1999 and Amendments No. 1 and No. 2 to the quarterly report on Form
10-Q/A.
(3) Quarterly Report of the Company on Form 10-Q for the quarter ended
June 30, 1999 and Amendment No. 1 to the quarterly report on Form 10-Q/A.
(4) Quarterly Report of the Company on Form 10-Q for the quarter ended
September 30, 1999 and Amendment No. 1 to the quarterly report on Form 10-Q/A.
(5) Prospectus of the Company, dated January 28, 2000, filed pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").
(6) All other reports filed by the Company pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998, the end of the Company's most recently
completed fiscal year for which an Annual Report on Form 10-K was filed.
(7) The description of the common stock of the Company (the "Common
Stock") contained in the Company's Registration Statement on Form 8-A, filed
October 21, 1995.
(8) All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities 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. Any statement contained herein or in any 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 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.
Item 4. Description of Securities.
Not applicable.
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 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides that a Delaware corporation may indemnify any
person against expenses, judgments, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which such person is involved by
reason of the fact that he or she is or was a director, officer,
II-1
<PAGE>
employee or agent of such corporation, provided that (i) such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with respect to any criminal action
or proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. If the action or suit is by or in the name of the corporation, the
corporation may indemnify any such person against expenses actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if such person 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 may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Article XI, Section 1 of the Company's By-Laws provides for indemnification
of persons to the fullest extent permitted by the Delaware General Corporation
Law.
In accordance with the Delaware General Corporation Law, the Company's
Certificate of Incorporation, as amended, limits the personal liability of its
directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law
providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from which
a director derived an improper benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence. This provision will not, however, limit in any way
the liability of directors for violations of the federal securities laws.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1999 Equity Compensation Plan of the Company.
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-4).
II-2
<PAGE>
Item 9. Undertakings.
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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 purpose 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange 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.
Insofar as indemnification for liabilities under the Securities 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 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 Act and
will be governed by the final adjudication of such issue.
II-3
<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
Vice President and Chief Accounting February 18, 2000
/s/ John J. McDonough Officer (Principal Accounting
- ------------------------- Officer)
John J. McDonough
/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-4
<PAGE>
Index To Exhibits
Sequentially
Numbered
Exhibit Description Page Number
- ------------- ----------- -----------
4.1 1999 Equity Compensation Plan of the Company.
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-4).
II-5
<PAGE>
EXHIBIT 4.1
First Amended and Restated
Total Renal Care Holdings, Inc.
1999 Equity Compensation Plan
1. Purpose. The purpose of the Total Renal Care Holdings, Inc. 1999
-------
Equity Compensation Plan ("Plan") is to promote the interests of Total Renal
Care Holdings, Inc. ("Company") and its stockholders by enabling the Company to
offer Participants an opportunity to acquire an equity interest in the Company
so as to better attract, retain, and reward employees, directors, and other
persons providing services to the Company and, accordingly, to strengthen the
mutuality of interests between Participants and the Company's stockholders by
providing Participants with a proprietary interest in pursuing the Company's
long-term growth and financial success.
2. Definitions. For purposes of this Plan, the following terms shall
-----------
have the meanings set forth below.
(a) "Board" means the Board of Directors of Total Renal Care
Holdings, Inc.
(b) "Code" means the Internal Revenue Code of 1986, and the
applicable regulations thereunder. Reference to any specific section of the
Code shall be deemed to be a reference to any successor provision.
(c) "Committee" means the committee appointed by the Board, if any,
to administer this Plan as permitted by Section 5 below or, if no such
committee is appointed, the Board.
(d) "Common Stock" means the common stock of Total Renal Care
Holdings, Inc. or any security issued in substitution, exchange, or in lieu
thereof.
(e) "Company" means Total Renal Care Holdings, Inc., a Delaware
corporation, or any successor corporation. Except where the context
indicates otherwise, the term "Company" shall include the Subsidiaries of
Total Renal Care Holdings, Inc.
(f) "Exchange Act" means the Securities Exchange Act of 1934.
(g) "Incentive Stock Option" means an option to purchase Common Stock
that is an incentive stock option under Code Section 422.
(h) "Non-Qualified Stock Option" means any Option that is not an
Incentive Stock Option.
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<PAGE>
(i) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.
(j) "Participant" means a person who has been granted an Option.
(k) "Plan" means this Total Renal Care Holdings, Inc. 1999 Equity
Compensation Plan.
(l) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act.
(m) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain, as determined in accordance with the rules of Code Section 424(f).
3. Eligibility. All employees, directors, and other persons providing
-----------
bona fide services (other than persons only providing services in connection
with the offering or sale of securities in a capital raising transaction) to the
Company or any Subsidiary are eligible to receive Options under this Plan.
However, Incentive Stock Options may only be granted to employees of the Company
or of a Subsidiary.
4. Substitute Options. In the event that the Company acquires another
------------------
entity, the Committee may authorize the issuance of Options ("Substitute
Options") to employees, directors and other persons in substitution of stock
options previously granted to them upon such terms and conditions as the
Committee shall determine, taking into account the limitations of Code Section
424(a) in the case of any Substitute Option that is intended to be an Incentive
Stock Option.
5. Administration.
--------------
(a) This Plan shall be administered by the Board or by a committee
consisting of two or more members of the Board appointed by the Board to
administer this Plan. To the extent possible and advisable, the Committee
shall be composed of individuals who satisfy the requirements of Rule 16b-3
under the Exchange Act and of Code Section 162(m).
(b) The Committee is authorized to interpret this Plan and to adopt
rules and procedures relating to the administration of this Plan. All
actions of the Committee in connection with the interpretation and
administration of this Plan shall be binding upon all parties. Subject to
the limitations set forth below, the Committee is expressly authorized to
make such modifications to this Plan and the Options granted hereunder as
are necessary to effectuate the intent of this Plan as a result of any
changes in the tax,
-2-
<PAGE>
accounting, or securities laws treatment of Participants and the Plan. The
Committee may delegate its responsibilities to others under such conditions
and limitations as it may prescribe.
(c) If the Company enters into a transaction that is intended to
qualify for the pooling of interests method of accounting, but it is
determined that one or more Options (or an aspect of an Option) could
preclude such treatment, then the Committee may modify (to the minimum
extent required) or revoke (if necessary) the Option or Options (or any
provision or provisions thereof) to the extent necessary for the
transaction to be subject to pooling of interests method of accounting.
6. Effective Date of this Plan. This Plan shall be effective on
---------------------------
December 17, 1999, provided it is approved by the holders of a majority of the
Company's common stock, at the Company's 1999 Annual Meeting. If the Plan is
not approved by the stockholders at that meeting, the Plan and all Options
issued under the Plan will terminate. The approval by the stockholders must
relate to:
(a) The class of individuals who are entitled to receive Incentive
Stock Options; and
(b) The maximum number of shares of Common Stock that may be issued
under the Plan, except as adjusted pursuant to Section 12 of this Plan.
If either of those items is changed, the approval of the stockholders must again
be obtained.
7. Termination of Plan. This Plan shall terminate on December 16, 2009,
-------------------
except with respect to Options then outstanding. However, the Board may elect to
terminate the Plan on a prior date. The termination of this Plan shall not
adversely affect the rights of any Participant with respect to any Option
outstanding as of the time of such termination.
8. Shares Subject to this Plan.
---------------------------
(a) The maximum number of shares of Common Stock which may be issued
pursuant to this Plan shall be three million (3,000,000). Upon the
expiration or termination of any Option granted under this Plan which shall
not have been exercised in full, the shares of Common Stock remaining
unissued under such Option shall again become available for granting under
the Plan.
(b) The maximum number of shares of Common Stock which may be
issuable pursuant to Options granted during any calendar year to any
Participant is five hundred thousand (500,000) shares. For purposes of
determining the maximum number of shares that may be issued to a single
Participant, shares subject to a terminated Option shall be considered
outstanding.
-3-
<PAGE>
(c) In the event a Participant pays part or all of the exercise price
of an Option by surrendering shares of Common Stock that the Participant
previously acquired, only the number of shares issuable to the Participant
in excess of those surrendered shall be taken into account for purposes of
determining the maximum number of shares that may be issued under the Plan,
both as to that Participant and in the aggregate (to all Participants).
9. Form of Options.
---------------
(a) Options shall be granted under this Plan on such terms and in
such form as the Committee may approve, which shall not be inconsistent
with the provisions of this Plan, but which need not be the same for each
such grant. Options may be either Nonqualified Stock Options or Incentive
Stock Options.
(b) The terms and conditions of each Option shall include, in
addition to such other terms and conditions as may be established by the
Committee, (i) the per share exercise price of such Option (ii) the
termination date of such Option, which shall not be later than seven (7)
years after the date of grant, and (iii) the effect on such Option of the
termination of the Participant's employment.
(c) Any Option which is intended, as evidenced by its designation, as
an Incentive Stock Option shall be made subject to such terms and
conditions as may be required for such Option to qualify as an Incentive
Stock Option. Incentive Stock Options granted under this Plan shall also
include a requirement that the Participant receiving such Incentive Stock
Option must notify the Company if he or she disposes of Common Stock
acquired pursuant to the exercise thereof prior to the expiration of the
holding periods prescribed in Section 422(a)(1) of the Code.
(d) Any Option which is intended, as evidenced by its designation, as
a Non-Qualified Stock Option shall have an exercise price that is not less
than the fair market value of the Common Stock on the date of grant of such
Option.
(e) If an Option is intended to be exempt from the million dollar
compensation deduction limitation of Code Section 162(m), the option price
must be at least equal to the Fair Market Value of the Common Stock on the
date of the grant and the grant must be made by a committee composed
exclusively of two (2) or more "outside directors" as that term is defined
under Code Section 162(m).
10. Modification of Options.
-----------------------
(a) The Committee may modify any outstanding Option as it deems
appropriate. Such authority shall include, without limitation, the right
to accelerate the right to exercise any Option, extend or renew any Option,
as well as to modify any
-4-
<PAGE>
restrictions with respect to any Option. However, in no event will the
exercise price of any outstanding Option be reduced or repriced (as
determined under applicable accounting standards), including any repricing
effected by issuing replacement stock options for outstanding stock options
that have an exercise price greater than the fair market value of the
Common Stock, without first obtaining stockholder approval.
(b) No modification may be made to any Option that would adversely
affect the rights of the Participant with respect to any outstanding Option
without such Participant's consent.
(c) In the event that the Board amends the terms of an Option so that
it no longer qualifies as an Incentive Stock Option, the limitations
imposed upon the Option under the Code and the Plan by virtue of it
(formerly) qualifying as an Incentive Stock Option shall no longer apply,
to the extent specified in the amendment.
(d) Whether a modification of an existing Incentive Stock Option will
be treated as the issuance of a new Incentive Stock Option will be
determined in accordance with the rules of Code Section 424(h). Whether a
modification of an existing Option previously granted will be treated as a
new grant for purposes of Section 16 of the Exchange Act will be determined
in accordance with Rule 16b-3 under the Exchange Act.
11. Transfer Restrictions. Options granted to such Participant under this
---------------------
Plan are exercisable only by the Participant and are not assignable or
transferable, except by will or the laws of descent and distribution.
12. Adjustments. In the event of any stock split, reverse stock split,
-----------
stock dividend, recapitalization, combination, reclassification, reorganization,
merger, combination, consolidation, exchange of Common Stock or spinoff or other
distribution of Company assets to stockholders (other than normal cash
dividends), the Committee may, in such manner and to such extent, if any, as it
deems appropriate and equitable, authorize such adjustments with respect to (a)
the aggregate number and kind of shares for which Options may be granted under
this Plan, (b) the number and kind of shares covered by outstanding Options, and
(c) the per share exercise price of outstanding Options.
13. Change in Control. In connection with any merger or consolidation of
-----------------
the Company with or into another entity in which the Company is not the
surviving corporation or as a result of which the Common Stock ceases or will
cease to be publicly traded, the Committee may, but shall not be required to,
authorize the termination of all outstanding Options upon the consummation of
such merger or consolidation. However, as a condition to such termination, all
restrictions on the exercisability of such Options (i.e., vesting provisions)
shall be eliminated and the holders thereof shall be given at least twenty (20)
days prior to such termination to exercise their Options without regard to any
such restrictions.
-5-
<PAGE>
14. Amendment of this Plan. The Board may amend this Plan at any time.
----------------------
However, no such amendment may adversely affect the rights of any Participant
with respect to any outstanding Option without the Participant's consent.
15. Tax Withholding. The Company shall have the right to take such
---------------
actions as may be necessary to satisfy its tax withholding obligations arising
because of the operation of this Plan.
16. No Additional Rights.
--------------------
(a) Neither the adoption of this Plan nor the granting of any Option
shall (i) affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable law,
(ii) confer upon any Participant the right to continue performing services
for the Company, or (iii) interfere in any way with the right of the
Company to terminate the services of any Participant at any time, with or
without cause, subject to such other contractual obligations which may
exist.
(b) No Participant shall have any rights as a stockholder with
respect to any shares covered by an Option granted to the Participant until
the date a certificate for such shares has been issued to the Participant
following the exercise of the Option.
17. Securities Law Restrictions.
---------------------------
(a) No shares of Common Stock shall be issued under this Plan unless
the Committee shall be satisfied that the issuance will be in compliance
with applicable federal and state securities laws, as well as the
requirements of any stock exchange or quotation system upon which the
Common Stock is listed or quoted.
(b) The Committee may require certain investment or other
representations and undertakings by the person exercising an Option in
order to comply with applicable law.
(c) Certificates for shares of Common Stock delivered under this Plan
may be subject to such restrictions as the Committee may deem advisable.
The Committee may cause a legend to be placed on the certificates to refer
to these restrictions.
18. Indemnification.
---------------
(a) To the maximum extent permitted by law, the Company shall
indemnify each member of the Committee and of the Board, as well as any
other employee of the Company with duties under this Plan, against expenses
and liabilities (including any amount paid in settlement) reasonably
incurred by the individual in connection with any claims against the
individual by reason of the performance of the individual's duties
-6-
<PAGE>
under this Plan, unless the losses are due to the individual's gross
negligence or lack of good faith.
(b) The Company will have the right to select counsel and to control
the prosecution or defense of the suit.
(c) In the event that more than one person who is entitled to
indemnification is subject to the same claim, all such persons shall be
represented by a single counsel, unless such counsel advises the Company in
writing that he or she cannot represent all such persons under applicable
rules of professional responsibility.
(d) The Company will not be required to indemnify any person for any
amount incurred through any settlement unless the Company consents in
writing to the settlement.
19. Governing Law. This Plan and all actions taken thereunder shall be
-------------
governed by and construed in accordance with the laws of the State of Delaware.
-7-
<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 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. 1999
Equity Compensation 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 options 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
