As filed with the Securities and Exchange Commission on June 15, 2001
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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DAVITA INC.
(Former Name: 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)
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AMENDED AND RESTATED
1999 EQUITY COMPENSATION PLAN
(Full title of the plan)
STEVEN J. UDICIOUS
Vice President, Secretary and General Counsel
DaVita Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, CA 90503-5517
(310) 792-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
James W. Loss, Esq.
Riordan & McKinzie
600 Anton Boulevard, Suite 1800
Costa Mesa, CA 92626-1924
(714) 433-2900
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
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
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Common Stock 2,750,000 $18.12 $49,830,000 $12,458
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/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sales
prices of the Company's Common Stock on June 14, 2001, as reported on the
New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
On June 5, 2001, the stockholders of DaVita Inc. (the "Company")
approved a proposal to increase the number of shares of common stock reserved
for issuance under the Company's Amended and Restated 1999 Equity Compensation
Plan by 2,750,000 shares. Pursuant to General Instruction E to Form S-8
regarding the registration of additional securities, the Company hereby
incorporates herein by reference the contents of the Registration Statement of
the Company on Form S-8 filed with the Securities and Exchange Commission on
February 8, 2000, Registration No.333-30734 with respect to the Company's
Amended and Restated 1999 Equity Compensation Plan.
Item 8. Exhibits.
5.1 Opinion of Steven J. Udicious, General Counsel, DaVita Inc.
23.1 Consent of Steven J. Udicious, General Counsel, DaVita Inc. (included
in Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Power 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 June 14, 2001.
DAVITA INC.,
a Delaware corporation
By: /s/ Kent J. Thiry
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Kent J. Thiry
Chairman and Chief Executive Officer
We, the undersigned directors and officers of DaVita Inc., do hereby
constitute and appoint Kent J. Thiry and Steven J. Udicious our true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for us and in our name, place and stead, in any and all capacities to do any and
all acts and things in our name and on our behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys-in-fact and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended (the "Securities Act") and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, with all exhibits thereto and other documents in connection
therewith, and we do hereby ratify and confirm all that said attorneys-in-fact
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 June 14, 2001
- ------------------------- (Principal Executive Officer)
Kent J. Thiry
/s/ Richard K. Whitney Chief Financial Officer June 14, 2001
- ------------------------- (Principal Financial Officer)
Richard K. Whitney
/s/ Gary W. Beil Vice President and Controller June 14, 2001
- ------------------------- (Principal Accounting Officer)
Gary W. Beil
/s/ Richard B. Fontaine Director June 14, 2001
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Richard B. Fontaine
/s/ Peter T. Grauer Director June 14, 2001
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Peter T. Grauer
/s/ C. Raymond Larkin Director June 14, 2001
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C. Raymond Larkin
/s/ John M. Nehra Director June 14, 2001
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John M. Nehra
/s/ Nancy-Ann DeParle Director June 14, 2001
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Nancy-Ann DeParle
/s/ William L. Roper Director June 14, 2001
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William L. Roper
II-2
Index To Exhibits
Sequentially
Numbered
Exhibit Description Page Number
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5.1 Opinion of Steven J. Udicious, General Counsel, DaVita Inc.
23.1 Consent of Steven J. Udicious, General Counsel, DaVita Inc.
(included in Exhibit 5.1).
23.2 Consent of KPMG LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Powers of Attorney (included on page II-2).