As filed with the Securities and Exchange Commission on June 28, 2002
REGISTRATION NO. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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HEALTHSOUTH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 63-0860407
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(Address of Principal Executive Offices) (Zip Code)
2002 NON-EXECUTIVE STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD M. SCRUSHY Copy to: Copy to:
Chairman of the Board
and Chief Executive Officer WILLIAM W. HORTON, ESQ. ROBERT E. LEE GARNER, ESQ.
HEALTHSOUTH Corporation Executive Vice President Haskell Slaughter Young & Rediker, L.L.C.
One HealthSouth Parkway and Corporate Counsel 1200 AmSouth/Harbert Plaza
Birmingham, Alabama 35243 HEALTHSOUTH Corporation 1901 Sixth Avenue North
(Name and Address of Agent For Service) One HealthSouth Parkway Birmingham, Alabama 35203
(205) 967-7116 Birmingham, Alabama 35243 (205) 251-1000
(Telephone Number, Including Area Code, (205) 967-7116
of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2) FEE (2)
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Common Stock, Par 6,500,000 shares N/A $79,105,000 $7,278
Value $.01 Per Share
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(1) Maximum number of shares of HEALTHSOUTH Corporation Common Stock which may be issued by HEALTHSOUTH Corporation
pursuant to its 2002 Non-Executive Stock Option Plan.
(2) In accordance with Rules 457 (c) and (h) promulgated under the Securities Act of 1933, the maximum aggregate
offering price and the registration fee are based on a price of $12.17 per share, which represents the average
of the high and low prices for the shares of HEALTHSOUTH Corporation Common Stock as reported on the New York
Stock Exchange on June 26, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b)(1) of
the Securities Act of 1933. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II below,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this registration
statement, and specifically made a part hereof, the following documents
heretofore filed by HEALTHSOUTH Corporation (Commission File No. 1-10315) with
the Securities and Exchange Commission, pursuant to the Securities Exchange Act
of 1934:
1. HEALTHSOUTH Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.
2. HEALTHSOUTH Corporation's Quarterly Report on Form 10-Q for
the period ended March 31, 2002.
3. HEALTHSOUTH Corporation's Current Report on Form 8-K filed
May 28, 2002.
4. The description of HEALTHSOUTH Corporation's capital
stock contained in HEALTHSOUTH Corporation's Registration Statement on
Form 8-A filed August 26, 1989.
All documents filed by HEALTHSOUTH Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, other than any portion
of a Current Report on Form 8-K reporting information under Item 9 (and any
related exhibits), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a 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 (with respect to a previously filed document) 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
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
grants corporations the right to limit or eliminate the personal liability of
their directors in certain circumstances in accordance with provisions therein
set forth. Article NINTH of HEALTHSOUTH Corporation's Restated Certificate of
Incorporation filed in the Office of the Secretary of State of the State of
Delaware on May 21, 1998 (the "HEALTHSOUTH Certificate"), contains a provision
eliminating or limiting director liability to HEALTHSOUTH Corporation and its
stockholders for monetary damages arising from acts or omissions in the
director's capacity as a director. The provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such director's
duty of loyalty to HEALTHSOUTH Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the Delaware statutory provision making directors
personally liable, under a negligence standard, for unlawful dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit. This provision offers persons
who serve on the Board of Directors of HEALTHSOUTH Corporation protection
against awards of monetary damages resulting from breaches of their duty of care
(except as indicated above). As a result of this provision, the ability of
HEALTHSOUTH Corporation or a stockholder thereof to successfully prosecute an
action against a director for a breach of his or her duty of care is limited.
However, the provision does not affect the availability of equitable remedies
such as an injunction or rescission based upon a director's breach of his or her
duty of care. The Securities and Exchange Commission has taken the position that
the provision will have no effect on claims arising under the Federal securities
laws.
Section 145 of the DGCL grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with the
provisions therein set forth. Article NINTH of the HEALTHSOUTH Certificate and
Article IX of HEALTHSOUTH Corporation's By-laws provide for mandatory
indemnification rights, subject to limited exceptions, to any director, officer,
employee, or agent of HEALTHSOUTH Corporation who, by reason of the fact that he
or she is a director, officer, employee, or agent of HEALTHSOUTH Corporation, is
involved in a legal proceeding of any nature. Such indemnification rights
include reimbursement for expenses incurred by such director, officer, employee,
or agent in advance of the final disposition of such proceeding in accordance
with the applicable provisions of the DGCL.
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HEALTHSOUTH Corporation has entered into agreements with all of its
directors and its executive officers pursuant to which HEALTHSOUTH Corporation
has agreed to indemnify such directors and executive officers against liability
incurred by them by reason of their services of a director or executive officer
to the fullest extent allowable under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits numbered in accordance with Item 601 of Regulation S-K.
Exhibit No. Description
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(4) 2002 Non-Executive Stock Option Plan.
(5) Opinion of Haskell Slaughter Young & Rediker, L.L.C.
as to the legality of the shares of HEALTHSOUTH
Corporation Common Stock being registered.
(23)-1 Consent of Ernst & Young LLP.
(23)-2 Consent of Haskell Slaughter Young & Rediker, L.L.C.
(included in the opinion filed as Exhibit (5)).
(24) Powers of Attorney (See signature pages of this
registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be
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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.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Birmingham, State of Alabama, on June 28, 2002.
HEALTHSOUTH CORPORATION
By /s/ Richard M. Scrushy
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Richard M. Scrushy
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Scrushy and William T. Owens,
and each of them, his or her attorney-in-fact, with powers of substitution for
him or her in any and all capacities, to sign any amendments, supplements,
subsequent registration statements relating to the offering to which this
statement relates, or other instruments he or she deems necessary or
appropriate, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Richard M. Scrushy Chairman of the Board June 28, 2002
--------------------------------- and Chief Executive Officer
Richard M. Scrushy and Director
/s/ Weston L. Smith Executive Vice President June 28, 2002
--------------------------------- and Chief Financial Officer
Weston L. Smith (Principal Financial and
Accounting Officer)
/s/ John S. Chamberlin Director June 28, 2002
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John S. Chamberlin
/s/ C. Sage Givens Director June 28, 2002
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C. Sage Givens
/s/ Joel C. Gordon Director June 28, 2002
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Joel C. Gordon
/s/ Charles W. Newhall III Director June 28, 2002
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Charles W. Newhall III
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/s/ William T. Owens Director June 28, 2002
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William T. Owens
/s/ Larry D. Striplin, Jr. Director June 28, 2002
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Larry D. Striplin, Jr.
/s/ George H. Strong Director June 28, 2002
---------------------------------
George H. Strong
/s/ Phillip C. Watkins Director June 28, 2002
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Phillip C. Watkins
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