AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2004
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893191
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Offices) (Zip Code)
COMMUNITY HEALTH SYSTEMS, INC.
DIRECTORS' FEES DEFERRAL PLAN
(Full title of the plan)
RACHEL A. SEIFERT
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(615) 373-9600
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER OFFERING FEE
(1) SHARE (2) PRICE (2)
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Common Stock, par value
$0.01 per share (the
"Common Stock") 150,000 shares $27.75 $4,162,500 $527.39
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(1) Includes an indeterminate number of shares of Common Stock that may be
issued in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 of the Securities Act of
1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act based upon the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on December 9, 2004.
EXPLANATORY NOTE
On December 14, 2004, we adopted the Community Health Systems, Inc.
Directors' Fees Deferral Plan (the "Plan"). The purpose of this
Registration Statement on Form S-8 is to register 150,000 shares of Common
Stock that may be issued under Plan.
PART I
Participants in the Plan will be provided with the documents
containing information specified by Part I of this Registration Statement
in accordance with Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Act. These documents
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms or access our SEC filings on the SEC's web
site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
termination of the offerings registered on this Registration Statement:
(a) Our Annual Report on Form 10-K for the year ended December 31,
2003, as amended by the Annual Report on Form 10-K/A on April 2,
2004.
(b) Our Registration Statement on Form 8-A filed with the SEC on June
5, 2000, which describes the terms of the Common Stock.
(c) Our Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2004, June 30, 2004, and September 30, 2004.
(d) Our Current Report on Form 8-K dated November 30, 2004 and our
two Current Reports on Form 8-K dated December 3, 2004.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver
& Jacobson LLP.
Item 6. Indemnification of Directors and Officers
Our Certificate of Incorporation limits the liability of our directors
to us and our stockholders to the fullest extent permitted by Delaware law
for monetary damages for breach of fiduciary duty as a director, except for
liability:
o for any breach of the director's duty of loyalty to us or our
stockholders;
o for acts or omissions which are not in good faith or which
involve intentional misconduct or knowing violation of the law;
o under Section 174 of the Delaware General Corporation Law, which
concerns unlawful payment of dividends, stock purchases, or
redemption; and
o for any transaction from which the director shall have derived an
improper personal benefit.
In addition, our Certificate of Incorporation and By-Laws provide that
our directors and officers will be indemnified to the fullest extent
permitted by Delaware law. This indemnification is not exclusive of any
other rights that our directors and officers may be entitled to.
We have entered into indemnification agreements with our directors and
executive officers. These agreements contain provisions that may require
us, among other things, to indemnify these directors and executive officers
against certain liabilities that may arise because of their status or
service as directors or executive officers, advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified and obtain directors' and officers' liability insurance.
Beyond this, we maintain our directors' and officers' liability
insurance to provide our directors and officers with insurance coverage for
losses arising from claims for breaches of duty, negligence, error and
other wrongful acts.
Section 145 of the Delaware General Corporation Law provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that
they were or are directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceedings. The Delaware General
Corporation Law also provides that Delaware corporations may purchase
insurance on behalf of any director, officer, employee or agent.
The Plan provides that no member of the committee administering the
Plan will be liable for any act done or determination made in good faith
with respect to the Plan or any transaction under it.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1** Our Restated Certificate of Incorporation filed as
Exhibit 3.1 to our Form 10-Q for the quarterly period
ended June 30, 2000.
4.2** Our Amended and Restated By-Laws filed as Exhibit 3.2
to our Form 10-K for the year ended December 31, 2000.
4.3* Community Health Systems, Inc. Directors' Fees
Deferral Plan
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson
LLP as to the legality of securities offered under
the Community Health Systems, Inc. Directors' Fees
Deferral Plan.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
LLP (Included in Exhibit 5).
23.2* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included in the signature pages of
this Registration Statement).
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* Filed herewith.
** Incorporated by reference.
Item 9. Undertakings
(a) We hereby undertake:
(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; and
(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 the undertakings set forth in 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 we filed under 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.
(b) We undertake that, for the purpose of determining any liability
under the Securities Act, each filing of our 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those
securities at that time will be deemed to be the initial bona fide
offering.
(c) To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers and
controlling persons in accordance with the provisions described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the opinion of the SEC, indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action,
suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the
City of Brentwood, State of Tennessee, on December 14, 2004.
COMMUNITY HEALTH SYSTEMS, INC.
/s/ Wayne T. Smith
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By: Wayne T. Smith
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne T. Smith, as his or her true
and lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he or she might or could do in person, and
hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated.
Signature Title Date
--------------------------------- ----------------------------- ---------------
President, Chief Executive
/s/ Wayne T. Smith Officer and Director December 14,
------------------------------ (principal executive officer) 2004
Wayne T. Smith
Executive Vice President and
Chief Financial Officer
/s/ W. Larry Cash (principal financial officer) December 14,
------------------------------ 2004
W. Larry Cash
Vice President and Corporate
Controller (principal
/s/ T. Mark Buford accounting officer)
------------------------------ December 14,
T. Mark Buford 2004
/s/ John A. Clerico Director December 14,
------------------------------ 2004
John A. Clerico
/s/ Dale F. Frey Director December 14,
------------------------------ 2004
Dale F. Frey
/s/ John A. Fry Director December 14,
------------------------------ 2004
John A. Fry
/s/ Harvey Klein, M.D. Director December 14,
------------------------------ 2004
Harvey Klein, M.D.
/s/ Julia B. North Director December 14,
------------------------------ 2004
Julia B. North
/s/ H. Mitchell Watson Jr. Director December 14,
------------------------------ 2004
H. Mitchell Watson, Jr.
Constituting a majority of the Board of Directors.
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1** Our Restated Certificate of Incorporation filed as
Exhibit 3.1 to our Form 10-Q for the quarterly period
ended June 30, 2000.
4.2** Our Amended and Restated By-Laws filed as Exhibit 3.2
to our Form 10-K for the year ended December 31,
2000.
4.3* Community Health Systems, Inc. Directors' Fees
Deferral Plan
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson
LLP as to the legality of securities offered under
the Community Health Systems, Inc. Directors' Fees
Deferral Plan.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
LLP (Included in Exhibit 5).
23.2* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included in the signature pages of
this Registration Statement).
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* Filed herewith.
** Incorporated by reference.