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As filed with the Securities and Exchange Commission on October 15, 2002
Registration No. 333-100349
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO 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
incorporation or organization) Identification Number)
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of registrant's principal executive offices)
__________________________________
COMMUNITY HEALTH SYSTEMS HOLDINGS CORP.
EMPLOYEE STOCK OPTION PLAN
STOCK OPTIONS GRANTED TO CERTAIN DIRECTORS
PURSUANT TO INDIVIDUAL STOCK OPTION AGREEMENTS
(Full title of the plans)
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)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to registration statement on Form
S-8 (file no. 333-100349) is being filed to add a plan title to the cover
page, which was inadvertently omitted from the original filing. Of the
502,791 shares registered in the initial filing, 153,158 shares represent
shares issuable upon exercise of individual stock option grants made to
retain the following directors of Community Health Systems, Inc. on the
following dates pursuant to Stock Option Agreements, as amended (the
"Agreements"): Sheila P. Burke on August 6, 1997, Robert J. Dole on May 14,
1997, J. Anthony Forstmann on October 15, 1997, Dale F. Frey on May 14,
1997 and Michael A. Miles on May 14, 1997. The remaining 349,633 shares
registered in the initial filing represent shares issuable upon exercise of
the stock option grants made under the Community Health Systems Holdings
Corp. Employee Stock Option Plan (the "Plan").
Part I, Item 8 of Part II and the opinion of counsel filed are also
being revised to include references to the Agreements. No other changes are
being made to the original filing, and the number of total registered
shares remains the same.
PART I
Holders of awards granted under the Plan and the Agreements will be
provided with the documents containing information specified by Part I of
this Registration Statement in accordance with Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "SEC") under the Securities
Act of 1933, as amended. These documents constitute, along with the
documents incorporated by reference into the original Registration
Statement pursuant to Item 3 of Part II, a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ---------- ----------------------
4.1** Our Restated Certificate of Incorporation
filed as Exhibit 3.1 to our Form 10-Q for the
quarterly period ended June 30, 2000.
4.2** Our Amended and Restated By-Laws filed as
Exhibit 3.2 to our Annual Report on Form 10-K
for the year ended December 31, 2000.
4.3** The Community Health Systems Holdings Corp.
Employee Stock Option Plan filed as Exhibit
10.4 to our Registration Statement on Form
S-1 (No. 333-31790).
4.4** Form of Director Stock Option Agreement filed
as Exhibit 10.1 to our Registration Statement
on Form S-1 (No. 333-31790).
4.5* Amendment No. 1 to Director Stock Option
Agreements, dated October 4, 2002.
5.1* Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the legality of securities
offered under the Community Health Systems
Holdings Corp. Employee Stock Option Plan.
23.1*** Consent of Deloitte & Touche LLP.
24.1*** Power of Attorney (included in the signature
pages of this Registration Statement).
- -----------------------
* Filed herewith.
** Incorporated by reference.
*** Filed previously on our original Registration Statement on Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we meet
all of the requirements for filing on Form S-8 and have duly caused this
Post-Effective Amendment to be signed on our behalf by the undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on
this October 14, 2002.
COMMUNITY HEALTH SYSTEMS, INC.
/s/ Wayne T. Smith
----------------------------------
Wayne T. Smith
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed by the following in
the capacities indicated and as of the date indicated.
Signature Title
- --------- -----
Chairman of the Board, President and
* Chief Executive Officer (principal
- ------------------------ executive officer)
Wayne T. Smith
Executive Vice President, Chief
* Financial Officer and Director
- ------------------------ (principal financial officer)
W. Larry Cash
Vice President and Corporate Controller
* (principal accounting officer)
- ------------------------
T. Mark Buford
*
- ------------------------ Director
Sheila P. Burke
*
- ------------------------ Director
Robert J. Dole
*
- ------------------------ Director
J. Anthony Forstmann
*
- ------------------------ Director
Theodore J. Forstmann
*
- ------------------------ Director
Dale F. Frey
*
- ------------------------ Director
Sandra J. Horbach
*
- ------------------------ Director
Harvey Klein, M.D.
*
- ------------------------ Director
Thomas H. Lister
*
- ------------------------ Director
Michael A. Miles
* Wayne T. Smith hereby signs this Post-Effective Amendment on behalf of
each of the indicated persons for whom he is attorney-in-fact pursuant
to a power of attorney filed with the original Registration Statement
on Form S-8 on October 3, 2002.
By: /s/ Wayne T. Smith
----------------------------
Wayne T. Smith
Chairman of the Board, President
and Chief Executive Officer,
Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1** Our Restated Certificate of Incorporation
filed as Exhibit 3.1 to our Form 10-Q for the
quarterly period ended June 30, 2000.
4.2** Our Amended and Restated By-Laws filed as
Exhibit 3.2 to our Annual Report on Form 10-K
for the year ended December 31, 2000.
4.3** The Community Health Systems Holdings Corp.
Employee Stock Option Plan filed as Exhibit
10.4 to our Registration Statement on Form
S-1 (No. 333-31790).
4.4** Form of Director Stock Option Agreement filed
as Exhibit 10.1 to our Registration Statement
on Form S-1 (No. 333-31790).
4.5* Amendment No. 1 to Director Stock Option
Agreements, dated October 4, 2002.
5.1* Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the legality of securities
offered under the Community Health Systems
Holdings Corp. Employee Stock Option Plan.
23.1*** Consent of Deloitte & Touche LLP.
24.1*** Power of Attorney (included in the signature
pages of this Registration Statement).
- ------------------------
* Filed herewith.
** Incorporated by reference.
*** Filed previously on our original Registration Statement on Form S-8.
Exhibit 4.5
FORM OF
AMENDMENT NO. 1
TO THE
DIRECTOR STOCK OPTION AGREEMENT
NOW, THEREFORE, the parties agree to make the following changes to the
Director Stock Option Agreement (the "Agreement"), effective on the date
that this amendment is executed by the parties:
1. The first paragraph of Section 4.2 of the Agreement is hereby
amended in its entirety to replace the text thereof with the following:
"4.2 SALES NOTICE. The Company shall give the Optionee 10 days'
notice (or, if not practicable, such shorter notice as may be
practicable) prior to the anticipated date of the consummation of a
Total Sale (as hereinafter defined)."
2. The second paragraph of Section 4.2 of the Agreement is amended to
(i) delete the reference to "(a)" therein, and (ii) delete the clause ",
and (b) the term "Partial Sale" shall mean any sale by the FL & Co.
Companies of all or a portion of their shares of Class A Common Stock to a
Third Party, including through any public offering, which sale is not a
Total Sale."
3. Section 5.2 of the Agreement is hereby amended to (i) delete the
reference to "(a)" therein, and (ii) delete the clause ", and (b) a fully
executed Stockholder's Agreement (a copy of which, in the form to be
executed by the Optionee (which may differ from the form attached hereto),
will be supplied to the Optionee upon request) and the undated stock power
referred to in Section 4.12(a)(ii) of the Stockholder's Agreement" therein.
4. Section 5.3 of the Agreement is hereby amended to delete the phrase
"and a fully executed Stockholder's Agreement and stock power" therein.
5. The first sentence of Section 5.4 of the Agreement is amended to
delete the clause "(b) the Optionee shall have delivered the fully executed
Stockholder's Agreement and stock power to the Company," therein.
6. The second sentence of Section 5.4 of the Agreement is amended to
delete the clause ", subject to the provisions of the Stockholder's
Agreement" therein.
7. Section 5.5 of the Agreement is deleted in its entirety.
8. The first sentence of Section 7.1 of the Agreement is amended to
delete the clause ", or unless the Company shall authorize the redemption
of the unexercised portion of the Option pursuant to Section 7.2 hereof" at
the end thereof.
9. Sections 7.2, 7.3 and 7.4 of the Agreement are deleted in their
entirety.
10. Section 15 of the Agreement is amended to delete the phrase "and,
upon execution thereof, the Stockholder's Agreement," therein and to
replace the words "constitute" and "supersede" with the words "constitutes"
and "supersedes", respectively.
Except as expressly amended hereby, the provisions of the Agreement
are and shall remain in full force and effect.
COMMUNITY HEALTH SYSTEMS, INC.
- ------------------------- --------------
By: [Name] Date
Its: [Title]
DIRECTOR
- ------------------------- --------------
[Name] Date
Exhibit 5.1 [Letterhead of Fried, Frank, Harris, Shriver & Jacobson, a partnership including professional corporations] October 11, 2002 Community Health Systems, Inc. 155 Franklin Road, Suite 400 Brentwood, Tennessee 37027 RE: Registration Statement on Form S-8 Ladies and Gentlemen: On October 3, 2002, Community Health Systems, Inc. (the "Company") filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the "Registration Statement") with respect to 153,158 shares of common stock, par value $.01 per share, of the Company, issuable to certain directors of the Company pursuant to Stock Option Agreements, as amended (the "Agreements") and 349,633 shares of common stock, par value $.01 per share, of the Company, issuable pursuant to the Community Health Systems Holdings Corp. Employee Stock Option Plan (the "Plan") as of the Company's initial public offering (collectively, the "Shares"). 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 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 copies 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 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 Agreements or 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 and assumptions set forth herein, we are of the opinion that the Shares registered pursuant to the Registration Statement (when issued, delivered and paid for in accordance with the terms of the Agreements or the Plan and any applicable option agreements thereunder) will be duly authorized, 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 the applicable provisions of the Delaware Constitution, in each case as currently in effect, and reported judicial decisions interpreting the GCLD the Delaware Constitution. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this Firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement. 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. Very truly yours, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON By: /s/ Jeffrey Bagner ----------------------------- Jeffrey Bagner