As filed with the Securities and Exchange Commission on January 24, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1993
__________
ORNDA HEALTHCORP
(Exact name of registrant as specified in its charter)
Delaware 75-1776092
(State or otherjurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3401 West End Avenue Suite 700
Nashville, Tennessee 37203
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
__________
OrNda HealthCorp 1994 Management Equity Plan
(Full title of the Plan)
__________
Ronald P. Soltman, Esq.
Senior Vice President, Secretary and General Counsel
OrNda HealthCorp
3401 West End Avenue, Suite 700
Nashville, TN 37203
(615) 383-8599
(Name and address and telephone number, including area code,
of agent for service)
__________
(Note: Facing page information is continued on page ii)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Share(2) Offering Price (2) Registration Fee
_________________________________________________________________________________________________________________________________
Common Stock 3,000,000 $24.82 $74,460,000 $25,675.87
($.01 par value
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(1) The registration statement also includes an indeterminable number of
additional shares pursuant to the stock split and other similar adjustment
provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act") on the basis of the average of
the $25.125 high and $24.50 low sale prices for a share of Common Stock
on the New York Stock Exchange on Friday, January 19, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1(b). Securities to be Offered.
OrNda HealthCorp (File No. 1-11591), which corporation is herein
referred to as "OrNda" or the "registrant", hereby registers 3,000,000 shares
of the Company's Common Stock, par value $.01 per share (the "Common Stock"),
in connection with an amendment to the OrNda HealthCorp 1994 Management Equity
Plan (the "Plan"). The amendment was approved by OrNda's Board of Directors
on November 29, 1995, and by OrNda's stockholders at OrNda's Annual Meeting
of Stockholders on January 19, 1996. The amendment increased the number of
shares of Common Stock available for grants under the Plan from 3,550,000 to
6,550,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
OrNda previously registered under the Securities Act of 1933,
as amended (the "Securities Act'), an aggregate of 3,550,000 shares of Common
Stock offered pursuant to the Plan pursuant to a registration statement on
Form S-8 (the "Previous Registration Statement") filed with the Commission on
July 20, 1994 (Registration No. 33-81778). The Previous Registration Statement
is hereby incorporated in this registration statement by reference. The
following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by OrNda are incorporated by reference in this
registration statement:
(a) OrNda's Annual Report on Form 10-K for the year ended
August 31, 1995.
(b) OrNda's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1995.
(c) OrNda's Current Reports on Form 8-K dated September 27, 1995,
October 2, 1995, October 10, 1995, October 30, 1995, October 31,
1995, November 6, 1995, November 24,1995, December 13, 1995 and
January 3, 1996.
(d) The description of the registrant's Common Stock which is
contained in the registrant's Registration Statement on Form
8-A filed with the Commission on December 13, 1995 under
section 12 of the Securities Exchange Act of 1934, including
any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein 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 other
subsequently filed document which also is or is 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 6. Indemnification of Directors and Officers.
The following information updates the information set forth in
"Item 6. Indemnification of Directors and Officers" in the Previous
Registration Statement.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection with
the matters in issue, they had no reasonable cause to believe their conduct
was unlawful. Section 145 further provides that, in connection with the defense
or settlement of any action by or in the right of the corporation, a Delaware
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith, in a manner they reasonably believed to be in, or
not opposed to, the best interest of the corporation, and without negligence
or misconduct in the performance of their duties to the corporation. Section
145 further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through by-law provisions and otherwise.
Article Seven of the Restated Certificate of Incorporation of the
registrant and Article VI of the ByLaws of the Registrant provide that the
registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware Law. The Registrant has entered into indemnification
agreements with each of its directors and officers at or above the Vice
President level. Such indemnification agreements are intended to provide a
contractual right to indemnification, to the maximum extent permitted by law,
for expenses (including attorneys' fees) judgments, penalties, fines, and
amounts paid in settlement actually and reasonably incurred by the person to
be indemnified in connection with any proceeding (including, to the extent
permitted by applicable law, any derivative action) to which they are, or are
threatened to be made, a party by reason of their status in such positions.
Such indemnification agreements do not change the basic legal standards for
indemnification set forth under Delaware Law or the Restated Certificate of
Incorporation of the registrant. Such agreements are intended to be in
furtherance, and not in limitation of, the general right to indemnification
provided in the registrant's Restated Certificate of Incorporation.
Section 102(b)(7) of Delaware Law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware Law
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit. Article Eight of the
registrant's Restated Certificate of Incorporation contains such a provision.
In addition, the registrant maintains officers' and directors'
liability insurance which insures against liabilities that officers and
directors of the registrant may incur in such capacities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 8. Exhibits.
The exhibits to this registration statement are listed in the
Exhibit Index found immediately preceding the exhibits which information is
incorporated herein by reference.
SIGNATURES
The Registrant. 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 Nashville, State of Tennessee, on the 24th day
of January, 1996.
ORNDA HEALTHCORP
By: /s/ Ronald P. Soltman
Ronald P. Soltman
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith B. Pitts and Ronald P. Soltman, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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 and about the
premises as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any 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 below on the 24th day of January, 1996
by the following persons in the capacities indicated.
Signature Title
/s/ Charles N. Martin, Jr. Chairman of the Board, President and
Charles N. Martin, Jr. Chief Executive Officer
(Principal Executive Officer)
/s/ Keith B. Pitts Executive Vice President and
Keith B. Pitts Chief Financial Officer
(Principal Financial Officer)
/s/ Phillip W. Roe Vice President-Controller
Phillip W. Roe (Principal Accounting Officer)
/s/ Richard A. Gilleland Director
Richard A. Gilleland
/s/ Leonard Green Director
Leonard Green
/s/ Peter A. Joseph Director
Peter A. Joseph
/s/ Paul S. Levy Director
Paul S. Levy
Angus C. Littlejohn, Jr. Director
/s/ John F. Nickoll Director
John F. Nickoll
/s/ John J. O'Shaughnessy Director
John J. O'Shaughnessy
/s/ M. Lee Pearce, M.D. Director
EXHIBITS
TO
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
ORNDA HEALTHCORP
____________________
3,000,000 SHARES
OF
COMMON STOCK
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4(a). . . . Restated Certificate of Incorporation of the Registrant as
amended through October 1991. (Incorporated by reference to
exhibits filed with the Registrant's Current Report on Form
8-K dated October 15, 1991.)
4(b). . . . Certificate of Amendment to Registrants' Restated Certificate
of Incorporation. (Incorporated by reference to Exhibit 3 to
the Registrants' Current Report on Form 8-K dated April 19,
1994.)
4(c). . . . Bylaws of the Registrant. (Incorporated by reference to Exhibit
4(c) included in the Company's Registration Statement on Form
S-8 under the Securities Act of 1993, File No. 33-81778.)
4(d). . . . OrNda HealthCorp 1994 Management Equity Plan, as amended on
January 19, 1996.
5 . . . . . Opinion of Ronald P. Soltman, Esq. (including the consent of
such counsel) regarding legality of securities being offered
23(a) . . . Consent of Independent Auditors
23(b) . . . Consent of Ronald P. Soltman, Esq. (included as part of opinion
filed pursuant to Exhibit 5 hereof)
24(a) . . . Power of Attorney (included on signature page of this
registration statement)
24(b) . . . Certified Board resolution relating to Power of Attorney