Dodge City Healthcare Partner S3ASR Automatic shelf registration

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on February 27, 2015

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LifePoint Hospitals, Inc.
(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS


Delaware (State or other jurisdiction of incorporation or organization)		8062 (Primary Standard Industrial Classification Code Number)		20-1538254 (I.R.S. Employer Identification Number)

330 Seven Springs Way
Brentwood, Tennessee 37027
(615) 920-7000
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Paul D. Gilbert, Esq.
LifePoint Hospitals, Inc.
Executive Vice President and Chief Legal Officer
330 Seven Springs Way
Brentwood, Tennessee 37027
Telephone: (615) 920-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Michelle B. Rutta, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Telephone: (212) 819-8200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be registered/Proposed maximum offering price per unit/Proposed maximum aggregate offering price(1)		Amount of registration fee(2)




Debt Securities

Guarantees of Debt Securities(3)

Common Stock, $0.01 par value, including related preferred stock purchase rights(4)

Preferred Stock, $0.01 par value

Warrants

(1): An indeterminate amount of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.
(2): In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee.
(3): Guarantees of the payment of principal and interest on the Debt Securities may be provided by the subsidiaries of the registrant named below under "Additional Subsidiary Guarantor Registrants." No separate consideration will be received for such guarantees and, pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for such guarantees.
(4): The shares of common stock being registered hereunder include the right to purchase series A junior participating preferred stock (the "Series A Preferred Stock"), which are attached to all shares of common stock pursuant to the Amended and Restated Rights Agreement, dated February 25, 2009, by and between the registrant and American Stock Transfer & Trust Company, LLC, as rights agent. Until the occurrence of certain prescribed events, none of which have occurred as of the date hereof, the Series A Preferred Stock will not be exercisable or evidenced separately from the common stock.

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code of Registrant's Principal Executive Offices

Wythe County Community Hospital, LLC	Delaware	20-2468795	330 Seven Springs Way Brentwood, TN 37027 (615) 920-7000
Wythe County Physician Practices, LLC	Delaware	20-3230510	330 Seven Springs Way Brentwood, TN 37027 (615) 920-7000
Zone, Incorporated	West Virginia	62-1698438	330 Seven Springs Way Brentwood, TN 37027 (615) 920-7000


ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		1
RISK FACTORS		3
OUR COMPANY		3
RATIO OF EARNINGS TO FIXED CHARGES		5
USE OF PROCEEDS		5
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES		6
DESCRIPTION OF CAPITAL STOCK		10
DESCRIPTION OF WARRANTS		15
PLAN OF DISTRIBUTION		17
LEGAL MATTERS		19
EXPERTS		19
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		20

	Year Ended December 31,

	2014		2013		2012		2011		2010
Ratio of earnings to fixed charges		2.45x		2.88x		3.08x		3.15x		3.02x


SEC Registration Fee*		$
Accounting fees and expenses**
Legal fees and expenses**
Printing and engraving expenses**
Trustee's and registrar's fees and expenses**
Miscellaneous expenses**
Total:		$

Dodge City Healthcare Partner Inactive S-3ASRAutomatic shelf registration