Delaware | 20-1538254 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
103 Powell Court, Suite 200 | 37027 | |
Brentwood, Tennessee | (Zip Code) | |
(Address of Principal Executive Offices) |
Large accelerated filer þ
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Accelerated filer o | |
Non-accelerated filer o (Do not
check if a smaller reporting company)
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Smaller reporting company o |
Proposed maximum | Proposed | |||||||||||||||||||||
Amount to be | offering price | maximum aggregate | Amount of | |||||||||||||||||||
Title of securities to be registered | registered (2) | per share (3) | offering price (3) | registration fee | ||||||||||||||||||
Amended and Restated 1998 Long-Term Incentive Plan
Common Stock, $0.01 par value (1) |
2,330,000 | $ | 30.23 | $ | 70,435,900 | $ | 5,022.08 | |||||||||||||||
Amended and Restated Management Stock Purchase
Plan
Common Stock, $0.01 par value (1) |
85,000 | $ | 30.23 | $ | 2,569,550 | $ | 183.21 | |||||||||||||||
Amended and Restated Outside Directors Stock and
Incentive Compensation Plan
Common Stock, $0.01 par value (1) |
40,000 | $ | 30.23 | $ | 1,209,200 | $ | 86.22 | |||||||||||||||
Total |
2,455,000 | $ | 30.23 | $ | 74,214,650 | $ | 5,291.51 | |||||||||||||||
(1) | Includes associated preferred stock purchase rights which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the common stock. | |
(2) | This Registration Statement shall also cover any additional shares of common stock that become issuable under the Amended and Restated 1998 Long-Term Incentive Plan, the Amended and Restated Management Stock Purchase Plan, and the Amended and Restated Outside Directors Stock and Incentive Compensation 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 Registrants outstanding shares of common stock or shares issuable pursuant to awards granted under any of the plans. | |
(3) | Estimated for the sole purpose of computing the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is calculated as the average of the high and low selling prices, as reported on the NASDAQ Global Select Market, of the common stock of the Registrant as of July 29, 2010, a date within five business days prior to the filing of this Registration Statement. |
Exhibit | ||
Number | Description of Exhibits | |
4.1
|
Form of Specimen Stock Certificate (incorporated by reference from exhibits to the Registration Statement on Form S-4, as amended, filed by LifePoint Hospitals, Inc. on October 25, 2004, File No. 333-119929) | |
4.2
|
Amended and Restated Rights Agreement, dated February 25, 2009, by and between LifePoint Hospitals, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated February 25, 2009, File No. 000-51251) | |
5.1
|
Opinion of Waller Lansden Dortch & Davis, LLP | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1) | |
24.1
|
Power of Attorney (included on signature page) |
Exhibit | ||
Number | Description of Exhibits | |
99.1
|
LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan, dated June 30, 2005 (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.2
|
Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.3
|
Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.4
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.5
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix A to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.6
|
LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, dated January 1, 2003 (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.7
|
Amendment, dated May 22, 2003, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.8
|
Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.9
|
Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.10
|
Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.11
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.12
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix C to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.13
|
LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.14
|
Amendment, dated March 24, 2009, to the Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 000-51251) |
Exhibit | ||
Number | Description of Exhibits | |
99.15
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.16
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix E to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) |
LIFEPOINT HOSPITALS, INC. |
||||
By: | /s/ Paul D. Gilbert | |||
Paul D. Gilbert | ||||
Executive Vice President and Chief Legal Officer | ||||
SIGNATURE | TITLE | DATE | ||
/s/ William F. Carpenter III
|
President and Chief Executive Officer, Director | August 2, 2010 | ||
/s/ Jeffrey S. Sherman
|
Executive Vice President and Chief Financial Officer | August 2, 2010 | ||
/s/ Michael S. Coggin
|
Senior Vice President and Chief Accounting Officer | August 2, 2010 | ||
/s/ Gregory T. Bier
|
Director | August 2, 2010 | ||
/s/ Richard H. Evans
|
Director | August 2, 2010 | ||
/s/ DeWitt Ezell, Jr.
|
Director | August 2, 2010 |
SIGNATURE | TITLE | DATE | ||
/s/ Michael P. Haley
|
Director | August 2, 2010 | ||
/s/ Marguerite W. Kondracke
|
Director | August 2, 2010 | ||
/s/ John E. Maupin, Jr.
|
Director | August 2, 2010 | ||
/s/ Owen G. Shell, Jr.
|
Director | August 2, 2010 |
Exhibit | ||
Number | Description of Exhibits | |
4.1
|
Form of Specimen Stock Certificate (incorporated by reference from exhibits to the Registration Statement on Form S-4, as amended, filed by LifePoint Hospitals, Inc. on October 25, 2004, File No. 333-119929) | |
4.2
|
Amended and Restated Rights Agreement, dated February 25, 2009, by and between LifePoint Hospitals, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated February 25, 2009, File No. 000-51251) | |
5.1
|
Opinion of Waller Lansden Dortch & Davis, LLP | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5.1) | |
24.1
|
Power of Attorney (included on signature page) | |
99.1
|
LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan, dated June 30, 2005 (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.2
|
Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.3
|
Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.4
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.5
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix A to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.6
|
LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, dated January 1, 2003 (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.7
|
Amendment, dated May 22, 2003, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.8
|
Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.9
|
Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) |
Exhibit | ||
Number | Description of Exhibits | |
99.10
|
Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.11
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.12
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix C to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.13
|
LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.14
|
Amendment, dated March 24, 2009, to the Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 000-51251) | |
99.15
|
Amendment, dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) | |
99.16
|
Amendment, dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix E to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251) |