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As filed with the Securities and Exchange Commission on February 13, 2009
Registration No. 333-
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
HILL-ROM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
     
Indiana   35-1160484
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
     
1069 State Route 46 East    
Batesville, Indiana   47006-8835
(Address of Principal Executive Offices)   (Zip Code)
 
HILL-ROM HOLDINGS, INC. STOCK INCENTIVE PLAN
(Full title of the plans)
 
Patrick D. de Maynadier
Senior Vice President, General Counsel and Secretary
Hill-Rom Holdings, Inc.
1069 State Route 46 East
Batesville, Indiana 47006
(Name and address of agent for service)
(812) 931-2304
(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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                             
 
  Title of Each Class           Proposed Maximum     Proposed Maximum     Amount of  
  of Securities     Amount to be     Offering Price     Aggregate Offering     Registration  
  to be Registered     Registered (1)     Per Share (2)     Price     Fee  
 
Common Stock, without par value
    5,500,000 shares     $12.515     $68,832,500     $2,705.12  
 
(1)   Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares as may become issuable under the plan pursuant to the anti-dilution provisions therein.
 
(2)   Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of computing the registration fee and based upon the average of the high and low sales price of the common stock reported on the New York Stock Exchange on February 11, 2009.
 
 

 

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PART II
Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.2

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EXPLANATORY NOTE
     This Registration Statement on Form S-8 is being filed for the purpose of registering 5,500,000 additional shares of common stock, without par value, of Hill-Rom Holdings, Inc. (the “Company”), the same class of stock for which Registration Statement No. 333-88354 was filed on Form S-8 on May 15, 2002 relating to the Company’s Stock Incentive Plan. The contents of such earlier Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
     Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:
     
Exhibit    
Number   Description
 
   
5.1
  Validity Opinion of Barnes & Thornburg, LLP
 
   
23.1
  Consent of Barnes & Thornburg, LLP (included in Exhibit 5.1)
 
   
23.2
  Consent of PricewaterhouseCoopers LLP
 
   
24.1
  Powers of Attorney (set forth on the signature pages hereto)
 
   
99.1
  Amended and Restated Hill-Rom Holdings, Inc. Stock Incentive Plan (incorporated by reference to Appendix II to the registrant’s definitive Proxy Statement on Schedule 14A filed on January 7, 2009)

 

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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 Batesville, State of Indiana, on the 13th day of February, 2009.
         
  HILL-ROM HOLDINGS, INC.
(Registrant)
  		 
  By:   /s/ Patrick D. de Maynadier    
  Name:  Patrick D. de Maynadier   
  Title:  Senior Vice President, General Counsel
and Secretary  		 
 
POWER OF ATTORNEY
     KNOW ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Patrick D. de Maynadier, Gregory N. Miller and Richard G. Keller, and each of them, his or her true and lawful attorney-in-fact and agents, with full and several power 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 (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 below by the following persons in the capacities indicated on February 13, 2009.
     
Signature   Title
 
   
/s/ Peter H. Soderberg
 
Peter H. Soderberg
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
   
/s/ Gregory N. Miller
 
Gregory N. Miller
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
   
/s/ Richard G. Keller
 
Richard G. Keller
 
Chief Accounting Officer
(Principal Accounting Officer)
 
   
/s/ Rolf A. Classon
 
Rolf A. Classon
 
Chairman of the Board of Directors

 

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Signature   Title
 
   
/s/ Charles E. Golden
 
Charles E. Golden
 
 Director
 
   
/s/ W August Hillenbrand
 
W August Hillenbrand
 
 Director
 
   
/s/ Ronald A. Malone
 
Ronald A. Malone
 
 Director
 
   
/s/ Eduardo R. Menascé
 
Eduardo R. Menascé
 
 Director
 
   
/s/ Patrick T. Ryan
 
Patrick T. Ryan
 
 Director
 
   
/s/ Joanne C. Smith
 
Joanne C. Smith
 
 Director

 

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INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
   
5.1
  Validity Opinion of Barnes & Thornburg LLP
 
   
23.1
  Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
 
   
23.2
  Consent of PricewaterhouseCoopers LLP
 
   
24.1
  Powers of Attorney (set forth on the signature pages hereto)
 
   
99.1
  Amended and Restated Hill-Rom Holdings, Inc. Stock Incentive Plan (incorporated by reference to Appendix II to the registrant’s definitive Proxy Statement on Schedule 14A filed on January 7, 2009)

 

Exhibit 5.1
February 13, 2009
Hill-Rom Holdings, Inc.
1069 State Road 46 East
Batesville, Indiana 47006
Ladies and Gentlemen:
     We have acted as special Indiana counsel to Hill-Rom Holdings, Inc. (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,500,000 additional shares (the “Shares”) of the Company’s common stock, no par value, authorized for issuance pursuant to the Amended and Restated Hill-Rom Holdings, Inc. Stock Incentive Plan (the “Plan”).
     We have examined the originals or copies, certified or otherwise, identified to our satisfaction of (a) the Registration Statement, (b) the Plan, and (c) such corporate records of the Company and such other documents and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In our review, we have assumed (i) the genuineness of all signatures on original documents, (ii) the conformity to original documents of all copies submitted to us and (iii) the accuracy and completeness of all corporate and public documents and records made available to us.
     Based upon and subject to the foregoing, we are of the opinion that the issuance of the Shares reserved for issuance under the Plan has been duly authorized and that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
     This opinion letter is limited to the current internal laws of the State of Indiana (without giving any effect to the conflict of law principles thereof) and we have not considered, and express no opinion on, the laws of any other jurisdiction. This opinion letter is dated and speaks as of the date of delivery. We have no obligation to advise you or any third parties of changes in law or fact that may hereafter come to our attention, even though legal analysis or legal conclusions contained in this opinion letter may be affected by such changes. This opinion is furnished to you in support of the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above.
Very truly yours,
/s/ BARNES & THORNBURG LLP
Barnes & Thornburg LLP

 

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 26, 2008 relating to the financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Hill-Rom Holding, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2008.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Indianapolis, IN
February 13, 2009