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 Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
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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)
CALCULATION OF REGISTRATION FEE
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Title Of Each Class Of Securities To Be Registered |
Amount To Be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount Of Registration Fee (2) |
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Common Stock, par value $0.01 per share |
4,000,000 | $47.62 (3) | $190,480,000 (3) | $24,534 | ||||
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| (1) | This Registration Statement covers 4,000,000 additional shares of common stock, par value $0.01 per share, of Community Health Systems, Inc. (the “Registrant” or the “Corporation”) available for issuance pursuant to awards under the Corporation’s 2009 Stock Option and Award Plan (the “Plan”). This Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to awards by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of common stock of the Registrant. |
| (2) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. Registration Statements on Form S-8 have been filed previously on December 14, 2009 (Registration No. 333-163689), on September 16, 2011 (Registration No. 333-176893) and on July 31, 2013 (Registration No. 333-190260) for the existing securities under the Plan. |
| (3) | Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of common stock of the Registrant on July 28, 2014, as reported on the New York Stock Exchange. |
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), the Registration Statement on Form S-8 (Registration No. 333-176893) and the Registration Statement on Form S-8 (Registration No. 333-190260) 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 4,000,000 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 20, 2014.
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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), on September 16, 2011 (Registration No. 333-176893) and on July 31, 2013 (Registration No. 333-190260) 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, 2013, filed with the Commission on February 26, 2014; |
| (b) | the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the Commission on May 7, 2014, and the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Commission on August 1, 2014; |
| (c) | the Registrant’s Current Reports on Form 8-K, filed with the Commission on each of January 7, 2014, January 10, 2014, January 23, 2014, January 28, 2014, January 30, 214, March 3, 2014, April 1, 2014 and May 22, 2014; and |
| (d) | the description of the Registrant’s common stock contained in the Company’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.
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Exhibit No. |
Description |
|
| 5.1 | Opinion of Kirkland & Ellis LLP.* | |
| 10.1 | Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Commission on August 1, 2014 (No. 001-15925)). | |
| 23.1 | Consent of Deloitte & Touche LLP.* | |
| 23.2 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).* | |
| 24.1 | Power of Attorney (included on signature page).* | |
| * | Filed herewith. |
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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 Franklin, State of Tennessee on this 1 st day of August, 2014.
| COMMUNITY HEALTH SYSTEMS, INC. | ||
| By: |
/s/ Wayne T. Smith |
|
| Wayne T. Smith, | ||
| Chairman of the Board and Chief Executive Officer | ||
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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.
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Signature |
Title |
Date |
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/s/ Wayne T. Smith Wayne T. Smith |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
August 1, 2014 | ||
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/s/ W. Larry Cash W. Larry Cash |
President of Financial Services, Chief Financial Officer and Director (Principal Financial Officer) |
August 1, 2014 | ||
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/s/ Kevin J. Hammons Kevin J. Hammons |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
August 1, 2014 | ||
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/s/ John A. Clerico John A. Clerico |
Director | August 1, 2014 | ||
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/s/ James S. Ely III James S. Ely III |
Director | August 1, 2014 | ||
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/s/ John A. Fry John A. Fry |
Director | August 1, 2014 | ||
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/s/ William Norris Jennings, M.D. William Norris Jennings, M.D. |
Director | August 1, 2014 | ||
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/s/ Julia B. North Julia B. North |
Director | August 1, 2014 | ||
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/s/ H. Mitchell Watson, Jr. H. Mitchell Watson, Jr. |
Director | August 1, 2014 | ||
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EXHIBIT INDEX
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Exhibit No. |
Description |
|
| 5.1 | Opinion of Kirkland & Ellis LLP.* | |
| 10.1 | Community Health Systems, Inc. 2009 Stock Option and Award Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Commission on August 1, 2014 (No. 001-15925)). | |
| 23.1 | Consent of Deloitte & Touche LLP.* | |
| 23.2 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).* | |
| 24.1 | Power of Attorney (included on signature page).* | |
| * | Filed herewith |
Exhibit 5.1
[Letterhead of Kirkland & Ellis LLP]
August 1, 2014
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 4,000,000 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, as adopted on March 24, 2009 and amended and restated as of March 18, 2011, March 20, 2013 and March 19, 2014 (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, as amended (the “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 Restated Certificate of Incorporation exceeds the number of shares outstanding 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 5.1 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 dated February 26, 2014, relating to the consolidated financial statements and financial statement schedule of Community Health Systems, Inc. and subsidiaries, and the effectiveness of Community Health Systems, Inc.’s and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of Community Health Systems, Inc. and subsidiaries for the year ended December 31, 2013.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
August 1, 2014