-----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, O5md4wQdAJKqzA9KJAeUxFZ+2hHQJE9GxW0uC4BxcUOMPj26oNH2OcvAPFpB/qmU qxtleucXXJ3iagZdrdkPGA== 0000950144-00-014629.txt : 20001204 0000950144-00-014629.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950144-00-014629 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001201 EFFECTIVENESS DATE: 20001201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA-THE HEALTHCARE CO CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-48254 FILM NUMBER: 782353 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 S-8 POS 1 g65793a1s-8pos.txt HCA - THE HEALTHCARE COMPANY 1 As filed with the Securities and Exchange Commission on December 1, 2000 Registration No. 333-48254 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCA - THE HEALTHCARE COMPANY (Exact name of issuer as specified in its charter) DELAWARE 75-2497104 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE PARK PLAZA NASHVILLE, TENNESSEE 37203 (Address of principal executive offices) (Zip Code) MCA 401(K) PLAN (Full title of the plan) JOHN M. FRANCK II VICE PRESIDENT AND CORPORATE SECRETARY HCA - THE HEALTHCARE COMPANY ONE PARK PLAZA NASHVILLE, TENNESSEE 37203 (615) 344-9551 (Name, address and telephone number, including area code, of agent for service)
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(1) This Post-Effective Amendment deregisters certain shares and plan interests to be offered under the MCA 401(k) Plan (the "Plan"). ================================================================================ 2 POST-EFFECTIVE AMENDMENT NO. 1 HCA - The Healthcare Company (the "Company") is filing this post-effective amendment to deregister certain shares and plan interests under the Plan which were registered on this Registration Statement on Form S-8 (No. 333-48254), originally filed with the Securities and Exchange Commission (the "Commission") on October 19, 2000. A total of 1,000,000 shares to which this Registration Statement relates (the "Transferred Shares") have not yet been sold pursuant to the Plan. Contemporaneously with the filing of this post-effective amendment, the Company is filing with the Commission a new Registration Statement on Form S-8 (the "New S-8") which registers the offer and sale of the Transferred Shares plus an additional 7,000,000 shares (along with an indeterminate number of plan interests) under various employee benefit plans of the Company, including the Plan. The Company and the Plan desire to have the Transferred Shares included among the shares registered under the New S-8, in order to consolidate the offerings of securities pursuant to several benefit plans of the Company on one registration statement. Consequently, (i) the Company and the Plan are registering the offer and sale of the Transferred Shares plus an indeterminate amount of plan interests by means of the New S-8 pursuant to Instruction E to Form S-8, (ii) the registration fee previously paid by the Company allocable to the Transferred Shares will be carried over to the New S-8, and (iii) the Transferred Shares and all interests in the Plan remaining unsold are hereby deregistered from this Registration Statement. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), 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 amendment to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, Tennessee, on this 1st day of December, 2000. HCA - THE HEALTHCARE COMPANY By: /s/ John M. Franck II -------------------------------------- John M. Franck II Vice President and Corporate Secretary Pursuant to the requirements of the 1933 Act, this amendment to this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title --------- ----- */s/ Thomas F. Frist, Jr., M.D. Chairman of the Board and Chief - -------------------------------------- Executive Officer (Principal Executive Thomas F. Frist, Jr., M.D. Officer) */s/ David G. Anderson Senior Vice President-Finance and - -------------------------------------- Treasurer (Principal Financial David G. Anderson Officer) */s/ R. Milton Johnson Senior Vice President and Controller - -------------------------------------- (Principal Accounting Officer) R. Milton Johnson */s/ Jack O. Bovender, Jr. President, Chief Operating Officer - -------------------------------------- and Director Jack O. Bovender, Jr. */s/ Magdalena H. Averhoff, M.D. Director - -------------------------------------- Magdalena H. Averhoff, M.D. */s/ Elaine L. Chao Director - -------------------------------------- Elaine L. Chao */s/ J. Michael Cook Director - -------------------------------------- J. Michael Cook 4 */s/ Martin Feldstein Director - -------------------------------------- Martin Feldstein Director - -------------------------------------- Frederick W. Gluck */s/ Glenda A. Hatchett Director - -------------------------------------- Glenda A. Hatchett Director - -------------------------------------- T. Michael Long */s/ John H. McArthur Director - -------------------------------------- John H. McArthur */s/ Thomas S. Murphy Director - -------------------------------------- Thomas S. Murphy */s/ Kent C. Nelson Director - -------------------------------------- Kent C. Nelson Director - -------------------------------------- Carl E. Reichardt */s/ Frank S. Royal, M.D. Director - -------------------------------------- Frank S. Royal, M.D. *By: /s/ John M. Franck II, --------------------------------- John M. Franck II, Attorney-in-Fact December 1, 2000 5 Pursuant to the requirements of the 1933 Act, the trustees (or other persons who administer the Plan) have duly caused this amendment to this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Nashville, Tennessee, on this 1st day of December, 2000 MCA 401(K) PLAN By: /s/ Philip R. Patton --------------------------------------- Philip R. Patton Senior Vice President - Human Resources 6 EXHIBIT INDEX Exhibit Number ------ 4.1(a) Restated Certificate of Incorporation of the Company (restated electronically for SEC filing purposes) (filed as Exhibit 1 to the Company's Form 8-A/A, Amendment No. 1, dated October 19, 2000, and incorporated herein by reference). 4.1(b) Second Amended and Restated Bylaws of the Company (filed as Exhibit 3 to the Company's Form 8-A/A, Amendment No. 1, dated October 19, 2000, and incorporated herein by reference). 4.2 Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 4 to the Company's Form 8-A/A, Amendment No. 1, dated October 19, 2000, and incorporated herein by reference). 4.3 Registration Rights Agreement dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference). 4.4 Assignment and Assumption Agreement dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Company relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference). 4.5 Distribution Agreement dated as of May 11, 1999 by and among the Company, LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (filed as Exhibit 99 to the Company's Current Report on Form 8-K dated May 11, 1999, and incorporated herein by reference). 23 Consent of Ernst & Young LLP, independent auditors.* 24 Power of Attorney* * Previously filed -----END PRIVACY-ENHANCED MESSAGE-----