-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMkBODVba0Yo4EqHlR5O2Aq7pGk45tDm4DKcTUidhelkpU7gX/93Zo60BN5cdCTn aINOeQn3LzyvpOitocknvQ== 0000950144-01-503642.txt : 20010618 0000950144-01-503642.hdr.sgml : 20010618 ACCESSION NUMBER: 0000950144-01-503642 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010615 EFFECTIVENESS DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOSPITALS INC CENTRAL INDEX KEY: 0001074772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 522165845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63140 FILM NUMBER: 1661726 BUSINESS ADDRESS: STREET 1: 103 POWELL COURT STREET 2: SUITE 200 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153728500 MAIL ADDRESS: STREET 1: 4525 HARDING RD CITY: NASHVILLE STATE: TN ZIP: 37205 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT HOSPITALS LLC DATE OF NAME CHANGE: 19981207 S-8 1 g69963s-8.txt LIFEPOINT HOSPITALS, INC. 1 As filed with the Securities and Exchange Commission on June 15, 2001 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- LIFEPOINT HOSPITALS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2165845 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 103 Powell Court, Suite 200 37027 Brentwood, Tennessee (Zip Code) (Address of Principal Executive Offices) LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan (Full title of the plan) William F. Carpenter III, Esq. Senior Vice President General Counsel and Secretary LifePoint Hospitals, Inc. 103 Powell Court, Suite 200 Brentwood, Tennessee 37027 (615) 372-8500 (Name, address and telephone number of agent for service) ------------------------------ Copies to: Paul D. Gilbert, Esq. Waller Lansden Dortch & Davis A Professional Limited Liability Company 511 Union Street, Suite 2100 Nashville, Tennessee 37219 (615) 244-6380 CALCULATION OF REGISTRATION FEE
================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value (3) 1,700,000 shares $35.28 $59,976,000 $14,994 ================================================================================================================
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization of or by the Registrant which results in an increase in the number of the Registrant's outstanding shares of common stock or shares issuable pursuant to awards granted under the plan. (2) Estimated for the sole purpose of computing the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per unit is calculated as the average of the high and low selling prices, as reported on the Nasdaq National Market, of the common stock of the registrant on June 11, 2001. (3) Includes associated preferred stock purchase rights which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the common stock. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement on Form S-8 relates to an amendment to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan that increased the number of shares of common stock, $.01 par value (the "Common Stock"), to be issued thereunder by 1,700,000 shares. The contents of the Company's Registration Statement on Form S-8 (File No. 333-78187), filed with the Securities and Exchange Commission on May 11, 1999, are hereby incorporated by reference pursuant to Instruction E to Form S-8. Also pursuant to Instruction E to Form S-8, the filing fee is being paid only with respect to the 1,700,000 shares of Common Stock not previously registered. 3 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 Brentwood, State of Tennessee, as of the 1st day of June 2001. LIFEPOINT HOSPITALS, INC. By: /s/ James M. Fleetwood, Jr. ---------------------------------------- James M. Fleetwood, Jr. Chairman and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below on this registration statement hereby constitutes and appoints James M. Fleetwood, Jr. and Kenneth C. Donahey, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign this Form S-8 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agent, 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 on the dates indicated.
Name Title Date ---- ----- ---- /s/ James M. Fleetwood, Jr. Chairman and Chief Executive Officer June 1, 2001 - ----------------------------------------- (Principal Executive Officer) James M. Fleetwood, Jr. /s/ Kenneth C. Donahey Executive Vice President and Chief June 1, 2001 - ----------------------------------------- Financial Officer (Principal Financial and Kenneth C. Donahey Accounting Officer) /s/ Ricki Tigert Helfer Director June 1, 2001 - ----------------------------------------- Ricki Tigert Helfer /s/ John E. Maupin, Jr., D.D.S. Director June 1, 2001 - ----------------------------------------- John E. Maupin, Jr., D.D.S. /s/ DeWitt Ezell, Jr. Director June 1, 2001 - ----------------------------------------- DeWitt Ezell, Jr. /s/ William V. Lapham Director June 1, 2001 - ----------------------------------------- William V. Lapham /s/ Richard H. Evans Director June 1, 2001 - ----------------------------------------- Richard H. Evans
4 INDEX TO EXHIBITS
Exhibit No. Description ----------- ----------- 5.1 Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company 23.1 Consent of Ernst & Young LLP 23.2 Consent of Waller Lansden Dortch & Davis, A Limited Liability Company (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page) 99.1 Amendment to LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan 99.2 Second Amendment to LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan
EX-5.1 2 g69963ex5-1.txt OPINION OF WALLER LANSDEN DORTCH & DAVIS PLLC 1 EXHIBIT 5.1 June 15, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: LifePoint Hospitals, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to LifePoint Hospitals, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,700,000 shares of Common Stock, $.01 par value, of the Company (the "Shares") issuable pursuant to the terms of the Company's 1998 Long-Term Incentive Plan (the "Plan"). In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary and appropriate in order to express the opinions 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 original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that the Shares, to the extent actually issued pursuant to the Plan and in the manner and on the terms described in the Plan, will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Waller Lansden Dortch & Davis, A Professional Limited Liability Company EX-23.1 3 g69963ex23-1.txt CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan of our report dated January 29, 2001, with respect to the consolidated financial statements of LifePoint Hospitals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Nashville, Tennessee June 14, 2001 EX-99.1 4 g69963ex99-1.txt AMENDMENT 1998 LONG-TERM INCENTIVE PLAN 1 EXHIBIT 99.1 AMENDMENT TO THE LIFEPOINT HOSPITALS, INC. 1998 LONG-TERM INCENTIVE PLAN The LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan (the "Plan") is hereby amended as follows: The provisions of Section 3.1 are hereby deleted in their entirety and the following provisions are inserted in their place: 3.1 Number of Shares. Subject to the following provisions of this Section 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan is 7,125,000 shares of Common Stock. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of Common Stock or issued shares that have been reacquired by the Corporation. To the extent that any Award payable in Common Stock is forfeited, cancelled, returned to the Corporation for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, shares of Common Stock covered thereby will no longer be charged against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Except as otherwise set forth herein, all other terms and provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, the Board has duly executed and delivered this Amendment to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan as of the 15th day of May, 2001. LIFEPOINT HOSPITALS, INC. By: /s/ William F. Carpenter III ---------------------------------------- Its: Senior Vice President, General Counsel and Secretary --------------------------------------- EX-99.2 5 g69963ex99-2.txt SECOND AMENDMENT 1998 LONG-TERM INCENTIVE PLAN 1 EXHIBIT 99.2 SECOND AMENDMENT TO THE LIFEPOINT HOSPITALS, INC. 1998 LONG-TERM INCENTIVE PLAN RECITALS: WHEREAS, LifePoint Hospitals, Inc. (the "Company") established the 1998 Long-Term Incentive Plan (the "Plan") through which the Company may award incentives based on the common stock of the Company (the "Stock") to employees, consultants and independent contractors of the Company and its affiliates; and WHEREAS, the Company desires to amend the Plan to (i) limit the number of shares of Stock that may be granted pursuant to certain types of awards and (ii) restrict the repricing of stock options; NOW, THEREFORE, the Plan is hereby amended as follows: (A) The following clause is added to the first sentence of Section 3.1: "provided, however, that no more than 300,000 of such shares of Common Stock may be issued pursuant to Restricted Stock Awards, Performance Awards, Phantom Stock Awards and Dividend Equivalent Awards in the aggregate." (B) A new Section 6.8 is added: "6.8 Restrictions on Repricing of Options. With respect to an Option that has been granted hereunder, the exercise price may not be lowered, nor may the Option be replaced or regranted through cancellation without shareholder approval." (C) The following clauses are added to the first sentence of Section 15.4: "(iv) increase the aggregate number of shares of Common Stock that may be granted pursuant to Restricted Stock Awards, Performance Awards, Phantom Stock Awards and Dividend Equivalent Awards in accordance with Section 3.1 hereof, or (v) modify the terms of Section 6.8 hereof to permit Option repricing." IN WITNESS WHEREOF, the Board has duly executed and delivered this Second Amendment to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan to be effective as of May 15, 2001. LIFEPOINT HOSPITALS, INC. By: /s/ William F. Carpenter III ---------------------------------------- Its: Senior Vice President, General Counsel and Secretary --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----