As filed with the Securities and Exchange Commission on September 16, 2011

Registration No. 333- _______

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		13-3893191
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)
4000 Meridian Boulevard
Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

Community Health Systems, Inc. 2009 Stock Option and Award Plan
(Full Title of the Plan)

Rachel A. Seifert
Executive Vice President, Secretary and General Counsel
Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Name and Address of Agent for Service)

(615) 465-7000
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Proposed Maximum

Proposed Maximum

Amount

Title Of Each Class Of Securities

Amount To Be

Offering Price

Aggregate

Of

To Be Registered

Registered(1)

Per Share

Offering Price

Registration Fee(2)

Common Stock, par value $0.01 per share

1,200,000

$17.47(3)

$20,964,000(3)

$2,434

 

 

EXPLANATORY NOTE

     Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 (Registration No. 333-163689) are incorporated herein by reference and made a part hereof.

     Registration of Additional Shares of Common Stock Under the Plan. This Registration Statement on Form S-8 is filed by the Registrant to register an additional 1,200,000 shares of common stock, par value $0.01 per share, of Community Health Systems, Inc., which may be awarded under the Community Health Systems, Inc. 2009 Stock Option and Award Plan pursuant to an amendment and restatement of such plan authorized by the stockholders of the Registrant on May 17, 2011.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The contents of each of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 14, 2009 (Registration No. 333-163689) by Community Health Systems, Inc., a Delaware corporation (the “Corporation” or the “Registrant”), are incorporated herein by reference. In addition, the following new documents filed with the Commission by the Corporation are incorporated herein by reference:

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on February 25, 2011;

(b)

the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on April 29, 2011, and the Registrant’s Quarterly Report on Forms 10-Q and 10-Q/A for the fiscal quarter ended June 30, 2011, filed with the Commission on August 1, 2011 and August 3, 2011, respectively;

(c)

the Registrant’s Current Reports on Form 8-K, filed with the Commission on each of January 10, 2011, January 14, 2011, April 11, 2011, April 18, 2011, April 20, 2011, April 22, 2011, May 2, 2011, May 10, 2011, and May 18, 2011; and

(d)

the description of the Registrant’s common stock contained in the Corporation’s Registration Statement on Form 8-A, File No. 001-15925, filed with the Commission on June 5, 2000.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 (and any related exhibits) of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

Exhibit No.		Description
5		Opinion of Kirkland & Ellis LLP.*
10		Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A filed with the Commission on April 7, 2011).
23.1		Consent of Deloitte & Touche LLP.*
23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5).*
24		Power of Attorney (included on signature page).*

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Franklin, State of Tennessee on this 16^th day of September, 2011.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, Wayne T. Smith, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully 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 date indicated.

Signature		Title		Date
/s/ Wayne T. Smith		Chairman of the Board, President and		September 16, 2011
Wayne T. Smith		Chief Executive Officer (Principal Executive Officer)
/s/ W. Larry Cash		Executive Vice President, Chief Financial Officer		September 16, 2011
W. Larry Cash		(Principal Financial and Accounting Officer) and Director
/s/ John A. Clerico		Director		September 16, 2011
John A. Clerico
/s/ James S. Ely III		Director		September 16, 2011
James S. Ely III
/s/ John A. Fry		Director		September 16, 2011
John A. Fry
/s/ William Norris Jennings, M.D.		Director		September 16, 2011
William Norris Jennings, M.D.
/s/ Julia B. North		Director		September 16, 2011
Julia B. North
/s/ H. Mitchell Watson, Jr.		Director		September 16, 2011
H. Mitchell Watson, Jr.

EXHIBIT INDEX

Exhibit No.		Description
5		Opinion of Kirkland & Ellis LLP.*
10		Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A filed with the Commission on April 7, 2011).
23.1		Consent of Deloitte & Touche LLP.*
23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5).*
24		Power of Attorney (included on signature page).*

Exhibit 5

		601 Lexington Avenue
		New York, New York 10022
		(212) 446-4800		Facsimile:
		www.kirkland.com		(212) 446-6460

September 16, 2011

Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067

          Registration Statement on Form S-8

Ladies and Gentlemen:

     We are providing this letter in our capacity as special counsel to Community Health Systems, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 1,200,000 shares of common stock, par value $0.01 per share, of the Company (the “Plan Shares”) pursuant to the Community Health Systems, Inc. 2009 Stock Option and Award Plan, amended and restated as of March 18, 2011 (the “2009 Plan”).

     For purposes of this letter, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion.

     Based upon and subject to the assumptions and limitations stated in this letter, we advise you that the Plan Shares are duly authorized and, when (i) the Registration Statement related to the Plan Shares becomes effective under the Act and (ii) the Plan Shares have been duly issued in accordance with the terms of the 2009 Plan in accordance with the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws, the Plan Shares will be validly issued, fully paid and non-assessable.

     Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

     We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in its Amended and Restated Certificate of Incorporation exceeds the number of shares outstanding

Chicago

Hong Kong

London

Los Angeles

Munich

Palo Alto

San Francisco

Shanghai

Washington, D.C.

Community Health Systems, Inc.
Page 2

and the number of shares which the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances in connection with the 2009 Plan by at least the number of Plan Shares which may be issued in connection with the 2009 Plan and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the Plan Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such Plan Shares. Our opinion assumes that the Registration Statement related to the Plan Shares will become effective under the Act before any Plan Shares covered by such Registration Statement are sold.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

     We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Plan Shares.

     This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Delaware be changed by legislative action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Sincerely,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Community Health Systems, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Company adopting revisions to accounting principles generally accepted in the United States of America related to business combinations effective January 1, 2009), and the effectiveness of Community Health Systems, Inc.’s internal control over financial reporting, dated February 25, 2011, appearing in the Annual Report on Form 10-K of Community Health Systems, Inc. for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP Nashville, TN
September 16, 2011