AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2004
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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COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893191
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of principal executive
offices)
COMMUNITY HEALTH SYSTEMS, INC.
401(K) PLAN
(AS RESTATED EFFECTIVE AUGUST 1, 2003,
AS AMENDED BY THE FIRST AMENDMENT ON DECEMBER 1, 2003,
AS AMENDED BY THE SECOND AMENDMENT ON JANUARY 15, 2004,
AS AMENDED BY THE THIRD AMENDMENT ON MAY 18, 2004)
(Full title of the plan)
RACHEL A. SEIFERT
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(615) 373-9600
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER OFFERING FEE
(1) SHARE (2) PRICE
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Common Stock, par value 1,000,000 $27.75 $27,750,000 $3,515.93
$0.01 per share (the shares
"Common Stock")
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(1) Includes an indeterminate number of shares of Common Stock that may be
issued in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 of the Securities Act of
1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act based upon the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on December 9, 2004.
EXPLANATORY NOTE
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "SEC") on August 31, 2000 (File No. 333-44870),
Community Health Systems, Inc. (the "Registrant") registered 1,000,000
shares of Common Stock, reserved for issuance under the Registrant's 401(k)
Plan (the "Plan").
This registration statement is being filed pursuant to Instruction E
to Form S-8 to register 1,000,000 additional shares of Common Stock under
the Plan.
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this registration statement the contents of
the Registrant's registration statement on Form S-8 (File No. 333-44870)
and any post-effective amendments thereto.
OTHER INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Community Health Systems, Inc. 401(k) Plan (As restated
effective August 1, 2003, as amended by the first amendment
on December 1, 2003, as amended by the second amendment on
January 15, 2004, as amended by the third amendment on May
18, 2004) filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to
our Form 10-Q for the quarterly period ended June 30, 2004.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
to the validity of the Common Stock covered by this
registration statement.
5.2* IRS Determination Letter dated June 16, 2004. (See Item
9(a)(1) for a description of our undertakings with respect
to any 401(k) Plan amendments made after the date of the
IRS Determination Letter.)
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page included
in this registration statement).
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Brentwood, State of Tennessee, on
December 14, 2004.
Community Health Systems, Inc.
(Registrant)
By: /s/ Wayne T. Smith
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Wayne T. Smith
Title: Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and
appoints Wayne T. Smith, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, for him or her
in his or her name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments), and any and all documents in connection therewith, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent 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 in order to
effectuate the same, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies, approves and confirms all
that his or her said attorney-in-fact and agent, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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Chairman of the Board, President and
Chief Executive Officer (principal
/s/ Wayne T. Smith executive officer) December 14, 2004
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Wayne T. Smith
Executive Vice President, Chief
Financial Officer and Director
/s/ W. Larry Cash (principal financial officer) December 14, 2004
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W. Larry Cash
Vice President and Corporate Controller
/s/ T. Mark Buford (principal accounting officer) December 14, 2004
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T. Mark Buford
Director December 14, 2004
/s/ John A. Clerico
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John A. Clerico
Director December 14, 2004
/s/ Dale F. Frey
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Dale F. Frey
Director December 14, 2004
/s/ John A. Fry
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John A. Fry
Director December 14, 2004
/s/ Harvey Klein, M.D.
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Harvey Klein, M.D.
Director December 14, 2004
/s/ Julia B. North
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Julia B. North
Director December 14, 2004
/s/ H. Mitchell Watson, Jr.
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H. Mitchell Watson, Jr.
Constituting a majority of the Board of Directors of Community Health
Systems, Inc.
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Community Health Systems, Inc. 401(k) Plan (As restated
effective August 1, 2003, as amended by the first amendment
on December 1, 2003, as amended by the second amendment on
January 15, 2004, as amended by the third amendment on May
18, 2004) filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to
our Form 10-Q for the quarterly period ended June 30, 2004.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
to the validity of the Common Stock covered by this
registration statement.
5.2* IRS Determination Letter dated June 16, 2004. (See Item
9(a)(1) for a description of our undertakings with respect
to any 401(k) Plan amendments made after the date of the
IRS Determination Letter.)
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (included on the signature page included
in this registration statement).
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* filed herewith
Exhibit 5.1
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP
(a partnership including professional corporations)]
December 15, 2004
Community Health Systems, Inc.
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Community Health Systems,
Inc., a Delaware corporation (the "Company") in connection with the
registration, pursuant to a Registration Statement on Form S-8 (the "Form
S-8"), of an additional 1,000,000 shares of common stock, par value $0.01
per share, of the Company (the "Additional Shares"). The Additional Shares
may be issued by the Company under the Community Health Systems, Inc.
401(k) Plan (As restated effective August 1, 2003, as amended by the first
amendment on December 1, 2003, as amended by the second amendment on
January 15, 2004, and as amended by the third amendment on May 18, 2004)
(the "Plan"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated,
and we express no opinion with respect to the subject matter or accuracy of
such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of
all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified documents of all copies submitted to us as conformed
or reproduction copies. As to various questions of fact relevant to the
opinions expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the documents and certificates
and oral or written statements and other information of or from
representatives of the Company and others and assume compliance on the part
of all parties to the documents with their covenants and agreements
contained therein. We also have assumed that any future changes to the
terms and conditions of the Plan will be duly authorized by the Company and
will comply with all applicable laws.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the issuance of the Additional Shares pursuant to the Plan has been duly
authorized and that such Additional Shares, when issued, paid for and
delivered as authorized in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware (the "GCLD") and applicable
provisions of the Delaware Constitution, in each case as currently in
effect, and reported judicial decisions interpreting the GCLD and the
Delaware Constitution. The opinions expressed herein are given as of the
date hereof, and we undertake no obligation to supplement this letter if
any applicable laws change after the date hereof or if we become aware of
any facts that might change the opinions expressed herein after the date
hereof or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to
the Form S-8 relating to the registration of the Additional Shares. In
giving such consent, we do not hereby admit that we are in the category of
such persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
The opinions expressed herein are solely for your benefit in
connection with the Form S-8 and may not be relied on in any manner or for
any purpose by any other person or entity.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
Date: JUN 16 2004 Employer Identification Number:
76-0137985
DLN:
CHS COMMUNITY HEALTH SYSTEMS INC 17007260015003
C/O GORDON EARLE NICHOLS Person to Contact:
414 UNION ST STE 1600 JOSEPH ROTUNDO ID# 52741
NASHVILLE, TN 37219-0000 Contact Telephone Number:
(877) 829-5500
Plan Name:
COMMUNITY HEALTH SYSTEMS
INC 401K PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence
with the Internal Revenue Service regarding your application for a
determination letter in your permanent records. You must retain this
information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend
on its effect in operation. See section 1.401-1(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation
periodically.
The enclosed Publication 794 explains the significance and the scope
of this favorable determination letter based on the determination requests
selected on your application forms. Publication 794 describes the
information that must be retained to have reliance on this favorable
determination letter. The publication also provide examples of the effect
of a plan's operation on its qualified status and discusses the reporting
requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination letter is applicable for the amendment(s) executed
on 05/18/04 & 01/05/04.
This determination letter is also applicable for the amendment(s)
dated on 12/01/03 & 08/01/03.
This letter considers the changes in qualification requirements made
by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business
Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services
Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the
Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service
Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community
Renewal Tax Relief Act of 2000, Pub. L. 106-554.
This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.
The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated
effective August 5, 1997. For more details, call 1-800-998-7542 for a free
copy of the SPD card.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Shultz
Paul T. Shultz
Director,
Employee Plans Determinations
Redesign
Enclosures:
Publication 794
Addendum
CHS COMMUNITY HEALTH SYSTEMS INC
This determination letter is also applicable for the amendment(s)
dated on 07/18/03 & 05/07/03.
This determination letter acknowledges receipt of the provisions
intended to satisfy the requirements of section 401(a) of the Code, as
amended by the Economic Growth and Tax Relief Reconciliation Act of 2001,
Pub. L. 107-16.
This determination letter is also applicable to the amendments adopted
on 04/08/03, 12/01/02, 08/15/02 and 02/28/02.
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
of Community Health Systems, Inc. on Form S-8 of our report dated February
25, 2004, appearing in the Annual Report on Form 10-K/A of Community Health
Systems, Inc. for the year ended December 31, 2003 and our report dated
February 25, 2004 (December 1, 2004 as to Notes 2, 10 and 13), appearing in
the Current Report on Form 8-K dated December 3, 2004 of Community Health
Systems, Inc. (both reports express an unqualified opinion and include an
explanatory paragraph referring to the Company changing its method of
accounting for goodwill and other intangible assets by adopting certain
provisions of Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets, effective January 1, 2002).
/s/ Deloitte & Touche LLP
Nashville, Tennessee
December 15, 2004