As filed with the Securities and Exchange Commission on June 4, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRIAD HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2816101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13455 Noel Road, 20th Floor
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
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Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan
(Full title of the plan)
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Donald P. Fay, Esq.
Executive Vice President
General Counsel and Secretary
Triad Hospitals, Inc.
13455 Noel Road, 20th Floor
Dallas, Texas 75240
(Name and address of agent for service)
(972) 789-2700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
============================ ======================= ======================== ====================== ===============
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) (2) per share (3)(4) price (3)(4) fee (4)
---------------------------- ----------------------- ------------------------ ---------------------- ---------------
Common Stock, par value 500,000 Shares $24.99 $12,495,000 $3,123.75
$.01 per share)
============================ ======================= ======================== ====================== ===============
(1) The securities to be registered include an aggregate 500,000 shares
reserved for issuance under the Triad Hospitals, Inc. Nonqualified Employee
Stock Purchase Plan (the "Plan").
(2) Pursuant to Rule 416, this registration statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price per
share of common stock offered hereunder pursuant to the Plan is calculated
to be 24.99, which is the average of the highest and lowest price per share
of common stock on the New York Stock Exchange on May 31, 2001.
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to the Plan participant as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Triad Hospitals, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents previously filed by the
Company with the Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 2000.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
(3) The Company's Current Reports on Form 8-K filed with the Commission
on January 2, 2001, January 17, 2001, April 16, 2001, April 17, 2001, April 18,
2001, April 30, 2001, May 8, 2001 and May 11, 2001.
(4) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A filed with the Commission on April 20, 2001,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Triad is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law as to indemnification by Triad of its
officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article Fourteenth of Triad's Certificate of Incorporation provides for
the indemnification of Triad's officers and directors in accordance with the
Delaware General Corporation Law. Article Tenth of Triad's Certificate of
Incorporation includes, as permitted by the Delaware General Corporation Law,
certain limitations on the potential personal liability of members of Triad's
Board of Directors for monetary damages as a result of actions taken in their
capacity as Board members.
The directors and officers of Triad are covered by insurance policies
indemnifying them against certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as exhibits hereto.
Exhibit Description of Exhibit
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3.1 Certificate of Incorporation of the Company, as amended April 27,
2001, incorporated herein by reference from Exhibit 3.1 to the
Company's Post Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 (file no. 333-60922) filed
with the Commission on April 27, 2001
3.2 Bylaws of the Company, as amended February 18, 2000, incorporated
herein by reference from Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000
4.1 Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan
4.2 Rights Agreement dated as of May 11, 1999 between the Company and
National City Bank as rights agent, incorporated herein by
reference from Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999
4.3 Form of the Company's common stock certificate, incorporated
herein by reference from Exhibit 4.1 to the Company's
Registration Statement on Form 10 (file no. 000-29816) filed with
the Commission on April 27, 1999
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP, Dallas, Texas
23.3 Consent of Ernst & Young LLP, Nashville, Tennessee
Item 9. Undertakings.
(a) The Company 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 prospectus required by section 10(a)(3) of
the Securities Act;
(ii) 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;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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
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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(c) 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 Company 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 Company 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.
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 Dallas, State of Texas, on June 1, 2001.
TRIAD HOSPITALS, INC.
By: /s/ James D. Shelton
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James D. Shelton
Chief Executive Officer and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
Signature Capacity Date
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/s/ James D. Shelton Chairman of the Board, Chief Executive June 1, 2001
-------------------------------------------- Officer, President and Director
James D. Shelton (Principal Executive Officer)
/s/ Michael J. Parsons Executive Vice President, Chief June 1, 2001
-------------------------------------------- Operating Officer and Director
Michael J. Parsons
/s/ Burke W. Whitman Executive Vice President, Chief Financial June 1, 2001
-------------------------------------------- Officer and Treasurer (Principal
Burke W. Whitman Accounting Officer)
/s/ Thomas G. Loeffler Director June 1, 2001
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Thomas G. Loeffler, Esq.
/s/ Thomas F. Frist Director June 1, 2001
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Thomas F. Frist, III
Director ________, 2001
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Marvin Runyon
/s/ Uwe E. Reinhardt Director June 1, 2001
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Uwe E. Reinhardt, Ph.D.
/s/ Dale V. Kesler Director June 1, 2001
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Dale V. Kesler
Director ________, 2001
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Gale Sayers
Director ________, 2001
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Donald B. Halverstadt, M.D.
/s/ Barbara A. Durand Director June 1, 2001
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Barbara A. Durand, Ed.D.
Director ________, 2001
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Russell L. Carson
Director ________, 2001
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James E. Dalton, Jr.
INDEX TO EXHIBITS
Exhibit Description of Exhibit
3.1 Certificate of Incorporation of the Company, as amended April 27,
2001, incorporated herein by reference from Exhibit 3.1 to the
Company's Post Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 (file no. 333-60922) filed
with the Commission on April 27, 2001
3.2 Bylaws of the Company, as amended February 18, 2000, incorporated
herein by reference from Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000
4.1 Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan
4.2 Rights Agreement dated as of May 11, 1999 between the Company and
National City Bank as rights agent, incorporated herein by
reference from Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999
4.3 Form of the Company's common stock certificate, incorporated
herein by reference from Exhibit 4.1 to the Company's
Registration Statement on Form 10 (file no. 000-29816) filed with
the Commission on April 27, 1999
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP, Dallas, Texas
23.3 Consent of Ernst & Young LLP, Nashville, Tennessee