FORM 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 22, 2008
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  001-15925
(Commission File Number)
  13-3893191
(I.R.S. Employer
Identification No.)
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))
 
 

 


 

Item 7.01 Regulation FD Disclosure.
On December 22, 2008, Community Health Systems, Inc. (the “Company”) issued a press release announcing that it was filing with the U.S. Securities and Exchange Commission on that date a shelf registration statement on Form S-3ASR, an Amendment No. 2 to its 2007 Form 10-K and an Amendment No. 1 to its first quarter 2008 Form 10-Q. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1   Press release of Community Health Systems, Inc., dated December 22, 2008.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
         
Date: December 22, 2008  COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
 
 
  By:   /s/ Wayne T. Smith    
    Wayne T. Smith   
    Chairman of the Board,
President and Chief Executive Officer
(principal executive officer) 
 
 
     
  By:   /s/ W. Larry Cash    
    W. Larry Cash   
    Executive Vice President, Chief Financial Officer
and Director
(principal financial officer) 
 
 

 

EX-99.1
     
(COMMUNITY HEALTH SYSTEMS, INC. LOGO)
  Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. TO FILE SHELF REGISTRATION
STATEMENT AND AMENDED DOCUMENTS WITH THE SECURITIES AND
EXCHANGE COMMISSION
FRANKLIN, Tenn. (December 22, 2008) — Community Health Systems, Inc. (NYSE: CYH) will file an universal automatic shelf registration statement on Form S-3ASR with the U.S. Securities and Exchange Commission (SEC) that will permit the Company, from time to time, in one or more public offerings, to offer debt securities, common stock, preferred stock, warrants, depositary shares, or any combination of such securities. The shelf registration statement will also permit the Company’s subsidiary, CHS/Community Health Systems, Inc., to offer debt securities from time to time in one or more public offerings. The terms of any such future offerings would be established at the time of the offering.
     In addition, the Company will also file with the SEC an Amendment No. 2 to its 2007 Form 10-K and an Amendment No. 1 to its first quarter 2008 Form 10-Q. The 2007 10-K and first quarter 2008 Form 10-Q will be amended to conform the financial statements in each of these filings to reflect the revisions previously made in the Company’s quarterly filings on Form 10-Q for the quarterly periods ended June 30, 2008 and September 30, 2008. The Amendment No. 2 to the 2007 Form 10-K and Amendment No. 1 to the first quarter 2008 Form 10-Q will be incorporated by reference into the shelf registration statement being filed today. Absent today’s shelf registration statement filing under the Securities Act of 1933, the revisions would have been deemed immaterial and would not otherwise have required amendments to the original 2007 Form 10-K or the original first quarter 2008 Form 10-Q. Alternatively, these changes would have been reflected in the 2008 10-K and first quarter 2009 Form 10-Q filings.
     Other than as specified above, the Amendment No. 2 on Form 10-K/A and the Amendment No. 1 on Form 10-Q/A, do not modify, update or affect any other disclosures or financial statements set forth in the original Form 10-K or original Form 10-Q. Furthermore, neither the Amendment No. 2 on Form 10-K/A nor the Amendment No. 1 on Form 10-Q/A purports to provide a general update or discussion of any developments of the Company subsequent to the original filings.
     On April 4, 2008, the Company filed Amendment No. 1 to its 2007 Form 10-K to amend the Exhibit List set forth in Part IV, Item 15.
     Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is the largest publicly-traded hospital company in the United States and a leading operator of general acute care hospitals in non-urban and mid-size markets throughout the country. Through its subsidiaries, the Company currently owns, leases or operates approximately 118 hospitals in 29 states, with an aggregate of approximately 17,600 licensed beds. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. In addition, through its QHR subsidiary, the Company provides management and consulting services to independent general acute care hospitals located throughout the United States. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.”
     Statements contained in this news release are forward-looking statements that involve risks and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, specifically the most recent filings which identify important risk factors
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CYH Files Shelf Registration Statement and Amended Documents with The Securities and Exchange Commission
Page 2
December 22, 2008
that could cause actual results to differ from those contained in the forward-looking statements, including execution of our growth, acquisition, and business strategies. These and other applicable risks are summarized under the caption “risk factors” in the Company’s Securities and Exchange Commission filings.
CONTACT:
Community Health Systems, Inc.
Investor Contact:
W. Larry Cash, 615-465-7000
Executive Vice President and Chief Financial Officer
or
Media Contact:
Lovell Communications
Rosemary Plorin (Tennessee), 615-297-7766
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