Registration No. 333- |
Delaware (State or other jurisdiction of incorporation or organization) |
20-1538254 (I.R.S. Employer Identification No.) |
|
103 Powell Court, Suite 200 Brentwood, Tennessee (Address of Principal Executive Offices) |
37027 (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
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) |
15,725,000 | $ | 26.88 | $ | 422,688,000 | $ | 23,585.99 | |||||||||||||||
Employee Stock Purchase Plan Common Stock, $0.01 par value (1) |
300,000 | $ | 26.88 | $ | 8,064,000 | $ | 449.97 | |||||||||||||||
Amended and Restated Management Stock Purchase
Plan Common Stock, $0.01 par value (1) |
325,000 | $ | 26.88 | $ | 8,736,000 | $ | 487.47 | |||||||||||||||
Retirement Plan Common Stock, $0.01 par value (1) |
2,500,000 | $ | 26.88 | $ | 67,200,000 | $ | 3,749.76 | |||||||||||||||
Outside Directors Stock and Incentive
Compensation Plan Common Stock, $0.01 par value (1) |
375,000 | $ | 26.88 | $ | 10,080,000 | $ | 562.46 | |||||||||||||||
Total |
19,225,000 | $ | 26.88 | $ | 516,768,000 | $ | 28,835.65 | |||||||||||||||
(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 Employee Stock Purchase Plan, the Amended and Restated Management Stock Purchase Plan, the Retirement Plan and the 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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Retirement Plan. | |
(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 unit 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 May 7, 2009, a date within five business days prior to the filing of this Registration Statement. |
§ | 15,725,000 shares of Common Stock subject to the Companys Amended and Restated 1998 Long-Term Incentive Plan; | ||
§ | 300,000 shares of Common Stock subject to the Companys Employee Stock Purchase Plan; | ||
§ | 325,000 shares of Common Stock subject to the Companys Amended and Restated Management Stock Purchase Plan; | ||
§ | 2,500,000 shares of Common Stock subject to the Companys Retirement Plan; and | ||
§ | 375,000 shares of Common Stock subject to the Companys Outside Directors Stock and Incentive Compensation Plan. |
(a) | The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008; | ||
(b) | The Companys Quarterly Reports on Form 10-Q for the period ended March 31, 2009; | ||
(c) | The Companys Current Reports on Form 8-K filed on February 25, 2009, March 13, 2009 and April 28, 2009; and | ||
(d) | Description of the Companys Common Stock and the associated Preferred Stock Purchase Rights included in the Registration Statement on Form 10/A (Reg. No. 000-51251) filed by the Company under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
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 as of February 25, 2009, by and between LifePoint Hospitals, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference from exhibits to the Current Report on Form 8-K filed by LifePoint Hospitals, Inc. on 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) | |
99.1
|
Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from exhibits to the Current Report on Form 8-K filed by LifePoint Hospitals, Inc. on July 7, 2005, File No. 000-51251) | |
99.2
|
First Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2008, File No. 000-51251) | |
99.3
|
Second Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by LifePoint Hospitals, Inc. for the year ended December 31, 2008, File No. 000-51251) |
Exhibit | ||
Number | Description of Exhibits | |
99.4
|
LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by Historic LifePoint Hospitals, Inc. for the year ended December 31, 2001, File No. 000-29818) | |
99.5
|
First Amendment to the LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Registration Statement on Form S-8 filed by Historic LifePoint Hospitals, Inc. on June 2, 2003, File No. 333-105775) | |
99.6
|
Second Amendment to the LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Quarterly Report on Form 10-Q filed by LifePoint Hospitals, Inc. for the quarter ended March 31, 2006, File No. 000-51251) | |
99.7
|
LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by Historic LifePoint Hospitals, Inc. for the year ended December 31, 2002, File No. 000-29818) | |
99.8
|
First Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2008, File No. 000-51251) | |
99.9
|
Second Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by LifePoint Hospitals, Inc. for the year ended December 31, 2008, File No. 000-51251) | |
99.10
|
Third Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2009, File No. 000-51251) | |
99.11
|
Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from exhibits to the Quarterly Report on Form 10-Q filed by LifePoint Hospitals, Inc. for the quarter ended June 30, 2008, File No. 000-51251) | |
99.12
|
Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix B to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2009, File No. 000-51251) |
LIFEPOINT HOSPITALS, INC. |
||||
By: | /s/ William F. Carpenter III | |||
William F. Carpenter III | ||||
President and Chief Executive Officer | ||||
SIGNATURE | TITLE | DATE | ||
/s/ William F. Carpenter III |
President and Chief Executive Officer, Director | May 13, 2009 | ||
/s/ Jeffrey Sherman |
Executive Vice President and Chief Financial Officer | May 13, 2009 | ||
/s/ Michael S. Coggin |
Senior Vice President and Chief Accounting Officer | May 13, 2009 | ||
/s/ Gregory T. Bier |
Director | May 13, 2009 | ||
/s/ Richard H. Evans |
Director | May 13, 2009 | ||
/s/ DeWitt Ezell, Jr. |
Director | May 13, 2009 | ||
/s/ Michael P. Haley |
Director | May 13, 2009 |
SIGNATURE | TITLE | DATE | ||
/s/ Marguerite W. Kondracke |
Director | May 13, 2009 | ||
/s/ John E. Maupin, Jr., D.D.S. |
Director | May 13, 2009 | ||
/s/ Owen G. Shell, Jr. |
Director | May 13, 2009 |
By: | /s/ William F. Carpenter III | |||
William F. Carpenter III | ||||
President and Chief Executive Officer | ||||
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 as of February 25, 2009, by and between LifePoint Hospitals, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference from exhibits to the Current Report on Form 8-K filed by LifePoint Hospitals, Inc. on 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) | |
99.1
|
Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from exhibits to the Current Report on Form 8-K filed by LifePoint Hospitals, Inc. on July 7, 2005, File No. 000-51251) | |
99.2
|
First Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2008, File No. 000-51251) | |
99.3
|
Second Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated 1998 Long-Term Incentive Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by LifePoint Hospitals, Inc. for the year ended December 31, 2008, File No. 000-51251) | |
99.4
|
LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by Historic LifePoint Hospitals, Inc. for the year ended December 31, 2001, File No. 000-29818) | |
99.5
|
First Amendment to the LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Registration Statement on Form S-8 filed by Historic LifePoint Hospitals, Inc. on June 2, 2003, File No. 333-105775) | |
99.6
|
Second Amendment to the LifePoint Hospitals, Inc. Employee Stock Purchase Plan (incorporated by reference from exhibits to the Quarterly Report on Form 10-Q filed by LifePoint Hospitals, Inc. for the quarter ended March 31, 2006, File No. 000-51251) | |
99.7
|
LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from exhibits to the Annual Report on Form 10-K filed by Historic LifePoint Hospitals, Inc. for the year ended December 31, 2002, File No. 000-29818) | |
99.8
|
First Amendment, dated May 13, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2008, File No. 000-51251) | |
99.9
|
Second Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from exhibits to the Annual |
Exhibit | ||
Number | Description of Exhibits | |
Report on Form 10-K filed by LifePoint Hospitals, Inc. for the year ended December 31, 2008, File No. 000-51251) | ||
99.10
|
Third Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (incorporated by reference from Appendix A to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2009, File No. 000-51251) | |
99.11
|
Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from exhibits to the Quarterly Report on Form 10-Q filed by LifePoint Hospitals, Inc. for the quarter ended June 30, 2008, File No. 000-51251) | |
99.12
|
Amendment, dated March 24, 2009, to the LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix B to the Proxy Statement filed by LifePoint Hospitals, Inc. on filed March 31, 2009, File No. 000-51251) |