AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2004
REGISTRATION NO. 333-
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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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COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893191
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of principal executive
offices)
COMMUNITY HEALTH SYSTEMS, INC.
401(K) PLAN
(AS RESTATED EFFECTIVE AUGUST 1, 2003,
AS AMENDED BY THE FIRST AMENDMENT ON DECEMBER 1, 2003,
AS AMENDED BY THE SECOND AMENDMENT ON JANUARY 15, 2004,
AS AMENDED BY THE THIRD AMENDMENT ON MAY 18, 2004)
(Full title of the plan)
RACHEL A. SEIFERT
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
155 FRANKLIN ROAD, SUITE 400
BRENTWOOD, TENNESSEE 37027
(615) 373-9600
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER OFFERING FEE
(1) SHARE (2) PRICE
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Common Stock, par value 1,000,000 $27.75 $27,750,000 $3,515.93
$0.01 per share (the shares
"Common Stock")
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(1) Includes an indeterminate number of shares of Common Stock that may be
issued in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 of the Securities Act of
1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act based upon the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on December 9, 2004.
EXPLANATORY NOTE
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "SEC") on August 31, 2000 (File No. 333-44870),
Community Health Systems, Inc. (the "Registrant") registered 1,000,000
shares of Common Stock, reserved for issuance under the Registrant's 401(k)
Plan (the "Plan").
This registration statement is being filed pursuant to Instruction E
to Form S-8 to register 1,000,000 additional shares of Common Stock under
the Plan.
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this registration statement the contents of
the Registrant's registration statement on Form S-8 (File No. 333-44870)
and any post-effective amendments thereto.
OTHER INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Community Health Systems, Inc. 401(k) Plan (As restated
effective August 1, 2003, as amended by the first amendment
on December 1, 2003, as amended by the second amendment on
January 15, 2004, as amended by the third amendment on May
18, 2004) filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to
our Form 10-Q for the quarterly period ended June 30, 2004.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
to the validity of the Common Stock covered by this
registration statement.
5.2* IRS Determination Letter dated June 16, 2004. (See Item
9(a)(1) for a description of our undertakings with respect
to any 401(k) Plan amendments made after the date of the
IRS Determination Letter.)
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page included
in this registration statement).
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* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Brentwood, State of Tennessee, on
December 14, 2004.
Community Health Systems, Inc.
(Registrant)
By: /s/ Wayne T. Smith
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Wayne T. Smith
Title: Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and
appoints Wayne T. Smith, as his or her true and lawful attorney-in-fact and
agent with full powers 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 to this Registration Statement (including post-effective
amendments), and any and all documents in connection therewith, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, 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 in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies, approves and confirms all
that his or her said attorney-in-fact and agent, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, 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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Chairman of the Board, President and
Chief Executive Officer (principal
/s/ Wayne T. Smith executive officer) December 14, 2004
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Wayne T. Smith
Executive Vice President, Chief
Financial Officer and Director
/s/ W. Larry Cash (principal financial officer) December 14, 2004
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W. Larry Cash
Vice President and Corporate Controller
/s/ T. Mark Buford (principal accounting officer) December 14, 2004
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T. Mark Buford
Director December 14, 2004
/s/ John A. Clerico
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John A. Clerico
Director December 14, 2004
/s/ Dale F. Frey
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Dale F. Frey
Director December 14, 2004
/s/ John A. Fry
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John A. Fry
Director December 14, 2004
/s/ Harvey Klein, M.D.
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Harvey Klein, M.D.
Director December 14, 2004
/s/ Julia B. North
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Julia B. North
Director December 14, 2004
/s/ H. Mitchell Watson, Jr.
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H. Mitchell Watson, Jr.
Constituting a majority of the Board of Directors of Community Health
Systems, Inc.
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Community Health Systems, Inc. 401(k) Plan (As restated
effective August 1, 2003, as amended by the first amendment
on December 1, 2003, as amended by the second amendment on
January 15, 2004, as amended by the third amendment on May
18, 2004) filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to
our Form 10-Q for the quarterly period ended June 30, 2004.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP as
to the validity of the Common Stock covered by this
registration statement.
5.2* IRS Determination Letter dated June 16, 2004. (See Item
9(a)(1) for a description of our undertakings with respect
to any 401(k) Plan amendments made after the date of the
IRS Determination Letter.)
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (included on the signature page included
in this registration statement).
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* filed herewith