As filed with the Securities and Exchange Commission on March 14, 2005.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIAD HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2816101 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5800 Tennyson Parkway
Plano, Texas 75024
214-473-7000
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Donald P. Fay, Esq.
Executive Vice President, Secretary and General Counsel
Triad Hospitals, Inc.
5800 Tennyson Parkway
Plano, Texas 75024
214-473-7000
(Name, address, including zip code, and telephone number, including area code of agent for services)
Copy to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1)(2) |
Proposed Maximum Per Share(3) |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee(3) | ||||
| Common Stock, par value $0.01 per share(4) |
13,650,000 shares | $43.08 | $588,042,000 | $69,212.54 |
| (1) | Represents shares of the registrant’s common stock issuable pursuant to the Triad Hospitals, Inc. 1999 Long-Term Incentive Plan, as amended (the “Plan”), being registered hereon. Pursuant to a separate Registration Statement on Form S-8 filed May 11, 1999 (Registration No. 333-78189), the contents of which are incorporated herein by reference, the Registrant previously registered 5,350,000 shares of common stock issuable pursuant to the Plan, which are not included in the above figure. |
| (2) | This Registration Statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization of or by the registrant which results in an increase in the number of the registrant’s outstanding shares of common stock or shares issuable pursuant to awards granted under the Plan. |
| (3) | Estimated for the sole purpose of determining the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share is calculated as the average of the high and low selling prices, as reported by the New York Stock Exchange, Inc., of the common stock of the registrant on March 9, 2005. |
| (4) | Includes the Series A Preferred Stock purchase rights associated with the common stock. |
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of Registration No. 333-78189 are incorporated herein by reference.
| ITEM 8. | Exhibits. |
The documents listed hereunder are filed as exhibits hereto.
| Exhibit |
Description | |
| 5.1 |
Opinion of Donald P. Fay, Esq. | |
| 23.1 |
Consent of Donald P. Fay, Esq. (included in Exhibit 5.1). | |
| 23.2 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 99.1 |
Triad Hospitals, Inc. 1999 Long-Term Incentive Plan filed as Exhibit 10.4 to the Triad Hospitals, Inc. Current Report on Form 8-K dated February 7, 2005 is incorporated herein by reference. | |
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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 Plano, State of Texas, on March 14, 2005.
| TRIAD HOSPITALS, INC. | ||
| By: |
/S/ JAMES D. SHELTON | |
| James D. Shelton | ||
| Chief Executive Officer | ||
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 indicated.
| Date: March 14, 2005 |
/s/ JAMES D. SHELTON | |
| James D. Shelton | ||
| Chairman of the Board, President (Principal executive officer) |
| Date: March 14, 2005 |
/s/ BURKE W. WHITMAN | |
| Burke W. Whitman | ||
| Executive Vice President and Chief Financial Officer (Principal accounting officer) |
| Date: March 14, 2005 |
/s/ MICHAEL J. PARSONS | |
| Michael J. Parsons | ||
| Director |
| Date: March 14, 2005 |
/s/ THOMAS G. LOEFFLER, ESQ. | |
| Thomas G. Loeffler, Esq. | ||
| Director |
| Date: March 14, 2005 |
/s/ THOMAS F. FRIST III | |
| Thomas F. Frist III | ||
| Director |
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| Date: March 14, 2005 |
||
| Uwe E. Reinhardt, Ph.D. | ||
| Director |
| Date: March 14, 2005 |
/s/ DALE V. KESLER | |
| Dale V. Kesler | ||
| Director |
| Date: March 14, 2005 |
/s/ GALE E. SAYERS | |
| Gale E. Sayers | ||
| Director |
| Date: March 14, 2005 |
||
| Barbara A. Durand, R.N., Ed.D. | ||
| Director |
| Date: March 14, 2005 |
/s/ DONALD B. HALVERSTADT, M.D. | |
| Donald B. Halverstadt, M.D. | ||
| Director |
| Date: March 14, 2005 |
/s/ NANCY-ANN DEPARLE | |
| Nancy-Ann DeParle | ||
| Director |
| Date: March 14, 2005 |
/s/ MICHAEL K. JHIN | |
| Michael K. Jhin | ||
| Director |
| Date: March 14, 2005 |
/s/ HARRIET R. MICHEL | |
| Harriet R. Michel | ||
| Director |
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INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 5.1 | Opinion of Donald P. Fay, Esq. | |
| 23.1 | Consent of Donald P. Fay, Esq. (included in Exhibit 5.1). | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 99.1 | Triad Hospitals, Inc. 1999 Long-Term Incentive Plan filed as Exhibit 10.4 to the Triad Hospitals, Inc. Current Report on Form 8-K dated February 7, 2005 is incorporated herein by reference. | |
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