As filed with the Securities and Exchange Commission on May 11, 1999
Registration Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Triad Hospitals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-2816101
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
13455 Noel Road, 20th Floor
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Triad Hospitals, Inc. 1999 Long-Term Incentive Plan
(Full Title of the Plan)
Donald P. Fay, Esq.
Executive Vice President,
General Counsel and Secretary
Triad Hospitals, Inc.
13455 Noel Road, 20th Floor
Dallas, Texas 75240
(972) 789-2732
(Name, address and telephone number of agent for service)
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Copies to:
Aileen C. Meehan, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
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CALCULATION OF REGISTRATION FEE
Title Of Each Amount To Be Proposed Maximum Proposed Maximum Amount Of
Class of Securities Registered(1) Offering Price Per Aggregate Offering Registration Fee
To Be Registered Unit (2) Price (2)
- -------------------------------------------------------------------------------------------------------------------
Common Stock, 5,350,000 $ 9.4375 $ 50,490,625 $ 14,036.39
par value $.01 per
share (3)
=====================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Triad Hospitals, Inc. 1999
Long-Term Incentive Plan by reason of any stock dividend, stock split,
recapitalization, merger, consolidation or reorganization of or by the
Registrant which results in an increase in the number of the Registrant's
outstanding shares of Common Stock or shares issuable pursuant to awards
granted under the plan.
(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low
selling prices, as reported on the Nasdaq National Market, of the common
stock of the registrant on May 7, 1999.
(3) Includes Preferred Stock Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following document filed with the Securities and Exchange
Commission by Triad Hospitals, Inc. ("Triad") (File No. 0-29818) is incorporated
herein by reference and made a part hereof:
Triad's Registration Statement on Form 10, as amended, filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including the description of the common stock and
associated preferred stock purchase rights of Triad contained in such
Registration Statement on Form 10; such description is qualified in its
entirety by reference to the (i) Certificate of Incorporation of Triad and
(ii) By-Laws of Triad, filed as Exhibits 3.1 and 3.2, respectively, to this
Registration Statement, and any amendment or report filed for the purpose
of updating that description.
All documents filed by Triad pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters 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.
The combined financial statements of Triad Hospitals, Inc. and its
subsidiaries at December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, appearing in Triad's Registration Statement
on Form 10, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such combined financial statements are incorporated herein by
reference in reliance upon such report on the authority of such firm as experts
in accounting and auditing.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
Triad is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law as to indemnification by Triad of its
officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be
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indemnified in connection with certain actions, suits or proceedings
(threatened, pending or completed) if the person to be indemnified acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Article Fourteenth of Triad's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this
Registration Statement), provides for the indemnification of Triad's officers
and directors in accordance with the Delaware General Corporation Law. Article
Twelfth of Triad's Certificate of Incorporation includes, as permitted by the
Delaware General Corporation Law, certain limitations on the potential personal
liability of members of Triad's Board of Directors for monetary damages as a
result of actions taken in their capacity as Board members.
The directors and officers of Triad are covered by insurance policies
indemnifying them against certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Triad,
as filed with the Secretary of State of
the State of Delaware on April 27, 1999.
3.2 By-Laws of Triad.
4.1 Form of Specimen Certificate for Triad
Hospitals, Inc. common stock, filed as
exhibit 4.1 to Triad Hospitals, Inc.
Registration Statement on Form 10 under
the Securities Exchange Act of 1934, as
amended, is incorporated herein by
reference.
4.2 Form of Rights Agreement between Triad Hospitals, Inc.
and National City Bank, as rights agent, filed as
exhibit 4.2 to Triad Hospitals, Inc. Registration
Statement on Form 10 under the Securities Exchange Act
of 1934, as amended, is incorporated herein by
reference.
5 Opinion and Consent of Dewey Ballantine LLP.
23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5
hereto).
23.2 Consent of Ernst & Young LLP.
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Exhibit Number Description
- -------------- -----------
99 Form of Triad Hospitals, Inc. 1999 Long-Term Incentive
Plan, filed as exhibit 10.8 to Triad Hospitals, Inc.
Registration Statement on Form 10 under the Securities
Exchange Act of 1934, as amended, is incorporated
herein by reference.
ITEM 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered
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herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 Dallas, State of Texas, as of the 10th day of May
1999.
TRIAD HOSPITALS, INC.
By: /s/ James D. Shelton
------------------------
James D. Shelton
Chief Executive Officer
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.
Date: May 10, 1999 By: /s/ R. Milton Johnson
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R. Milton Johnson
Director
Date: May 10, 1999 By: /s/ Bruce A. Moore
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Bruce A. Moore
Director
Date: May 10, 1999 By: /s/ John M. Franck II
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John M. Franck II
Director
Date: May 10, 1999 By: /s/ James D. Shelton
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James D. Shelton
Chief Executive Officer
(Principal executive officer,
principal financial officer
and principal accounting officer)
INDEX TO EXHIBITS
Exhibit Number Description
- --------------- -----------
3.1 Certificate of Incorporation of Triad, as
filed with the Secretary of State of the
State of Delaware on April 27, 1999.
3.2 By-Laws of Triad.
4.1 Form of Specimen Certificate for Triad
Hospitals, Inc. common stock, filed as
exhibit 4.1 to Triad Hospitals, Inc.
Registration Statement on Form 10 under the
Securities Exchange Act of 1934, as
amended, is incorporated herein by
reference.
4.2 Form of Rights Agreement between Triad
Hospitals, Inc. and National City Bank, as
rights agent, filed as exhibit 4.2 to Triad
Hospitals, Inc. Registration Statement on
Form 10 under the Securities Exchange Act
of 1934, as amended, is incorporated herein
by reference.
5 Opinion and Consent of Dewey Ballantine
LLP.
23.1 Consent of Dewey Ballantine LLP (included
in Exhibit 5 hereto).
23.2 Consent of Ernst & Young LLP.
99 Form of Triad Hospitals, Inc. 1999 Long-
Term Incentive Plan, filed as exhibit 10.8
to Triad Hospitals, Inc. Registration
Statement on Form 10 under the Securities
Exchange Act of 1934, as amended, is
incorporated herein by reference.