As filed with the Securities and Exchange Commission on June 4, 1999
Registration Number 333-_____
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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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. Employee Stock Purchase 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
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Proposed
Title Of Each Proposed Maximum Amount Of
Class of Securities Amount To Be Maximum Offering Aggregate Offering Registration Fee
To Be Registered Registered(1) Price Per Unit (2) Price (2)
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Common Stock,
par value $.01 per
share (3) 3,000,000 $ 10.6563 $ 31,968,750 $ 8,887.31
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Triad Hospitals, Inc. Employee
Stock Purchase 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.
(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 June 2, 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. 0-29816) 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, as amended, 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 indemnified in
connection
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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
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3.1 Certificate of Incorporation of Triad, as filed with the
Secretary of State of the State of Delaware on April 27,
1999, filed as exhibit 3.1 to Triad Hospitals, Inc.
Registration Statement on Form S-8 (No. 333-78189) under the
Securities Act of 1933, as amended, is incorporated herein
by reference.
3.2 By-Laws of Triad, filed as exhibit 3.2 to Triad Hospitals,
Inc. Registration Statement on Form S-8 (No. 333-78189)
under the Securities Act of 1933, as amended, is
incorporated herein by reference.
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 Rights Agreement between Triad Hospitals, Inc. and National
City Bank, as rights agent.
23 Consent of Ernst & Young LLP.
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Exhibit Number Description
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99 Triad Hospitals, Inc. Employee Stock Purchase Plan.
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(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 4th day of June
1999.
TRIAD HOSPITALS, INC.
By: /s/ James D. Shelton
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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: June 4, 1999 By: /s/ James D. Shelton
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James D. Shelton
Chairman of the Board, President
and Chief Executive Officer and Director
(Principal executive officer)
Date: June 4, 1999 By: /s/ Michael J. Parsons
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Michael J. Parsons
Executive Vice President and
Chief Operating Officer and Director
Date: June 4, 1999 By: /s/ Thomas G. Loeffler
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Thomas G. Loeffler
Director
Date: June 4, 1999 By: /s/ Thomas F. Frist III
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Thomas F. Frist III
Director
Date: June 4, 1999 By: /s/ Marvin Runyon
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Marvin Runyon
Director
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Date: June 4, 1999 By: /s/ Uwe E. Reinhardt
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Uwe E. Reinhardt, Ph.D
Director
Date: June 4, 1999 By: /s/ Dale V. Kesler
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Dale V. Kesler
Director
Date: June 4, 1999 By: /s/ Gale Sayers
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Gale Sayers
Director
Date: June 4, 1999 By: /s/ Burke W. Whitman
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Burke W. Whitman
Executive Vice President, Chief Financial
Officer and Treasurer
(Principal financial officer)
Date: June 4, 1999 By: /s/ W. Stephen Love
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W. Stephen Love
Senior Vice President of Finance/Comptroller
(Principal accounting officer)
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INDEX TO EXHIBITS
Exhibit Number Description
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3.1 Certificate of Incorporation of Triad, as filed with
the Secretary of State of the State of Delaware on
April 27, 1999, filed as exhibit 3.1 to Triad
Hospitals, Inc. Registration Statement on Form S-8 (No.
333-78189) under the Securities Act of 1933, as
amended, is incorporated herein by reference.
3.2 By-Laws of Triad, filed as exhibit 3.2 to Triad
Hospitals, Inc. Registration Statement on Form S-8 (No.
333-78189) under the Securities Act of 1933, as
amended, is incorporated herein by reference.
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 Rights Agreement between Triad Hospitals, Inc. and
National City Bank, as rights agent.
99 Triad Hospitals, Inc. Employee Stock Purchase Plan.
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