Delaware
(State or other jurisdiction of
incorporation or organization)
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13-3893191
(I.R.S. Employer
Identification Number)
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4000 Meridian Boulevard
Franklin, TN 37067
(Address of principal executive offices)
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Title of Securities
to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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|||||||||
Common Stock, par value $0.01 per share (“
Common Stock
”)
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3,500,000
shares
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$ | 30.46 | $ | 106,610,000 | $ | 5,949 |
(1)
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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(a) of the Securities Act of 1933, as amended (the “
Securities Act
”).
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(2)
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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 8, 2009.
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Item 3.
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Incorporation of Documents by Reference
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(a)
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Our Annual Report filed on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, which contains the Registrant’s audited consolidated financial statements for the fiscal year ended December 31, 2008;
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(b)
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Our Quarterly Reports on Form 10-Q filed on April 29, 2009, July 31, 2009 and October 30, 2009 for the periods ended March 31, 2009, June 30, 2009 and September 30, 2009, respectively;
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(c)
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Our Current Reports on Form 8-K filed on February 27, 2009, May 11, 2009 and May 21, 2009; and
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(d)
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The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on June 5, 2000.
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December 31,
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||||||||
Consolidated Balance Sheets
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2008
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2007
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||||||
Equity, as previously reported
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$
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1,672,865
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$
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1,710,804
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||||
AAdjustments to noncontrolling interests for adoption of accounting standards
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28,266
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39,513
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||||||
Equity, as adjusted
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$
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1,701,131
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$
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1,750,317
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4.1
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Community Health Sytems, Inc. 2009 Stock Option and Award Plan, effective as of March 24, 2009 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009).
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4.2
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Form of Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by reference to Exhibit 3.1 to Community Health Systems, Inc.’s Registration Statement on Form S-1 (No. 333-31790)).
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4.3
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Amended and Restated By-Laws of Community Health Systems, Inc. (as of February 27, 2008) (incorporated by reference to Exhibit 3(II).1 to Community Health Systems, Inc.’s Current Report on Form 8-K filed February 29, 2008).
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5.1*
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as to the validity of the Common Stock covered by this Registration Statement.
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23.1
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
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23.2*
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Consent of Deloitte & Touche LLP.
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______________________
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* filed herewith
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(ii)
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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
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(iii)
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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;
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(2)
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That, for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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Community Health Systems, Inc. (Registrant)
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By:
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/s/ Wayne T. Smith
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Name:
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Wayne T. Smith
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Title:
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Chairman of the Board, President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Wayne T. Smith
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Chairman of the Board, President and
Chief Executive Officer (principal executive officer)
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December 11, 2009
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Wayne T. Smith
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/s/ W. Larry Cash
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Executive Vice President, Chief Financial Officer and
Director (principal financial officer)
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December 11, 2009
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W. Larry Cash
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/s/ T. Mark Buford
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Vice President and Chief Accounting Officer
(principal accounting officer)
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December 11, 2009
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T. Mark Buford
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/s/ John A. Clerico
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Director
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December 11, 2009
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John A. Clerico
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/s/ John A. Fry
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Director
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December 11, 2009
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John A. Fry
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s/ Harvey Klein, M.D.
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Director
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December 11, 2009
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Harvey Klein, M.D.
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/s/ Julia B. North
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Director
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December 11, 2009
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Julia B. North
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/s/ H. Mitchell Watson, Jr.
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Director
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December 11, 2009
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H. Mitchell Watson, Jr.
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/s/ William N. Jennings, M.D.
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Director
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December 11, 2009
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William N. Jennings, M.D.
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/s/ James S. Ely III
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Director
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December 11, 2009
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James S. Ely III
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4.1
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Community Health Sytems, Inc. 2009 Stock Option and Award Plan effective as of March 24, 2009 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009).
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4.2
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Form of Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by reference to Exhibit 3.1 to Community Health Systems, Inc.’s Registration Statement on Form S-1 (No. 333-31790)).
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4.3
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Amended and Restated By-Laws of Community Health Systems, Inc. (as of February 27, 2008) (incorporated by reference to Exhibit 3(II).1 to Community Health Systems, Inc.’s Current Report on Form 8-K filed February 29, 2008).
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5.1*
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as to the validity of the Common Stock covered by this Registration Statement.
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23.1
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
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23.2*
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Consent of Deloitte & Touche LLP.
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______________________
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* filed herewith
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Exhibit 5.1
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