As filed with the Securities and Exchange Commission on May 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 23-2077891 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania | 19406 | |
(Address of Principal Executive Offices) | (Zip Code) | |
UNIVERSAL HEALTH SERVICES, INC.
AMENDED AND RESTATED 2020 OMNIBUS STOCK AND INCENTIVE PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARC D. MILLER
President and Chief Executive Officer
UNIVERSAL HEALTH SERVICES, INC.
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406
(Name and address of agent for service)
(610) 768-3300
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications
sent to the agent for service, should be sent to:
WARREN J. NIMETZ, ESQ.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 318-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Universal Health Services, Inc. (the “Company” or the “Registrant”) is filing this registration statement (this “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register additional 6,000,000 shares of Class B Common Stock, $0.01 par value (“Class B Common Stock”), of the Registrant authorized for future issuance under the Universal Health Services, Inc. Amended and Restated 2020 Omnibus Stock and Incentive Plan, as amended (the “2020 Stock Plan”), and additional 1,000,000 shares of Class B Common Stock of the Registrant authorized for future issuance under the Universal Health Services, Inc. Amended and Restated Employee Stock Purchase Plan (the “ESPP”). These additional shares of Class B Common Stock have become reserved for issuance as a result of (i) the amendment of the 2020 Stock Plan, effective as of May 15, 2024, and (ii) the amendment and restatement of the ESPP, effective as of January 17, 2024.
In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Company’s Form S-8 registration statement filed with the Commission, on January 21, 2005 (File No. 333-122188), on June 2, 2020 (File No. 333-238880) and June 9, 2022 (File No. 333-265495).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) are incorporated by reference in this Registration Statement:
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act (other than documents or any information therein deemed to have been furnished and not filed in accordance with rules of the Commission), prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereunder have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement 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 subsequently filed document that is also incorporated or 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 8. | Exhibits. |
Exhibit No. | Description | |
4.1 | Universal Health Services, Inc. Restated Certificate of Incorporation, and Amendments thereto (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) (P). | |
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4.2 | ||
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4.3 | ||
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4.4 | ||
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4.5 | ||
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5.1* | ||
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23.1* | ||
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23.2* | Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1). | |
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24.1* | ||
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107* |
* Filed herewith.
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 King of Prussia, State of Pennsylvania, on the 29th day of May, 2024.
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UNIVERSAL HEALTH SERVICES, INC. | ||
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By: | /s/ Marc D. Miller | |
| Marc D. Miller | |
| President and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc D. Miller and Steve Filton, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signatures | Title | Date | |||||
/s/ ALAN B. MILLER Alan B. Miller | Executive Chairman of the Board | May 29, 2024 | |||||
/s/ MARC D. MILLER Marc D. Miller | Director, President and Chief Executive Officer (Principal Executive Officer) | May 29, 2024 | |||||
/s/ NINA CHEN-LANGENMAYR Nina Chen-Langenmayr | Director | May 29, 2024 | |||||
/s/ EILEEN C. MCDONNELL Eileen C. McDonnell | Director | May 29, 2024 | |||||
/s/ WARREN J. NIMETZ Warren J. Nimetz | Director | May 29, 2024 | |||||
/s/ MARIA SINGER Maria Singer | Director | May 29, 2024 | |||||
/s/ ELLIOTT J. SUSSMAN M.D. Elliot J. Sussman M.D. | Director | May 29, 2024 | |||||
/s/ STEVE FILTON Steve Filton | Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | May 29, 2024 | |||||