As filed with the Securities and Exchange Commission on February 18, 2000 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- TOTAL RENAL CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 51-0354549 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21250 Hawthorne Boulevard, Suite 800 Torrance, California 90503-5517 (310) 792-2600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ Total Renal Care Holdings, Inc. Employee Stock Purchase Plan (Full title of the plan) Barry C. Cosgrove Senior Vice President and Secretary Total Renal Care Holdings, Inc. 21250 Hawthorne Boulevard, Suite 800 Torrance, California 90503-5517 (310) 792-2600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: James W. Loss, Esq. Riordan & McKinzie 600 Anton Boulevard, Suite 1800 Costa Mesa, California 92626-1924 (714) 433-2626 CALCULATION OF REGISTRATION FEE ======================================================================================= Title of each class of Amount Maximum Maximum Amount of securities to be to be Offering Price Aggregate Registration registered Registered Per Share/(1)/ Offering Price Fee - --------------------------------------------------------------------------------------- Common Stock 800,000 $ 3.875 $ 3,100,000.00 $ 819.00 ======================================================================================= (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based on the average of the high and low sales prices of the Company's Common Stock on February 15, 2000, respectively, as reported on the New York Stock Exchange. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Total Renal Care Holdings, Inc. (the "Company") hereby incorporates herein by reference the contents of the Registration Statement of the Company on Form S-8 dated November 29, 1995, Registration No. 33-99862. Item 5. Interests of Named Experts and Counsel. The validity of the issuance of the shares of Common Stock registered hereby (the "Shares") has been passed upon for the Company by Steven J. Udicious, Acting General Counsel of the Company. Mr. Udicious holds stock and options to purchase stock granted under the Company's employee stock plans which in the aggregate represent less than 1% of the Common Stock. Item 8. Exhibits. 5.1 Opinion of Steven J. Udicious, Acting General Counsel, Total Renal Care Holdings, Inc. 23.1 Consent of Steven J. Udicious, Acting General Counsel, Total Renal Care Holdings, Inc. (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on page II-2). II-1 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 Torrance, State of California, on February 18, 2000. TOTAL RENAL CARE HOLDINGS, INC. By: /s/ Kent J. Thiry ---------------------------------------- Kent J. Thiry Chairman and Chief Executive Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kent J. Thiry and Steven J. Udicious, 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 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 or 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ Kent J. Thiry Chairman and Chief Executive Officer February 18, 2000 - ------------------------- (Principal Executive Officer) Kent J. Thiry /s/ Richard K. Whitney Chief Financial Officer February 18, 2000 - ------------------------- (Principal Financial Officer) Richard K. Whitney /s/ John J. McDonough Vice President and Chief Accounting February 18, 2000 - ------------------------- Officer (Principal Accounting John J. McDonough Officer /s/ Maris Andersons Director February 18, 2000 - ------------------------- Maris Andersons /s/ Richard B. Fontaine Director February 18, 2000 - ------------------------- Richard B. Fontaine /s/ Peter T. Grauer Director February 18, 2000 - ------------------------- Peter T. Grauer Director February __, 2000 - ------------------------- C. Raymond Larkin, Jr. /s/ Shaul G. Massry Director February 18, 2000 - ------------------------- Shaul G. Massry II-2 Index To Exhibits Sequentially Numbered Exhibit Description Page Number - ------------- ----------- ----------- 5.1 Opinion of Steven J. Udicious, Acting General Counsel, Total Renal Care Holdings, Inc. 23.1 Consent of Steven J. Udicious, Acting General Counsel, Total Renal Care Holdings, Inc. (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on page II-2). II-3