As filed with the Securities and Exchange Commission on June ____, 2001
Registration No.
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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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UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2077891
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
Universal Corporate Center
367 South Gulph Road
P.O. Box 61558
King of Prussia, Pennsylvania 19406-0958
(610) 768-3300
(Address, including zip code and telephone number,
including area code of a principal executive offices)
THE UNIVERSAL HEALTH SERVICES, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(full title of the plan)
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ALAN B. MILLER
Chairman of the Board, President and Chief
Executive Officer UNIVERSAL HEALTH
SERVICES, INC.
Universal Corporate Center
367 South Gulph Road
P.O. Box 61558
King of Prussia, Pennsylvania 19406-0958
(610) 768-3300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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Copies of all communications, including all communications sent to the agent for
service should be sent to:
ANTHONY PANTALEONI, a.
Fulbright & Jaworski L.LP.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Securities to be Amount to be offering price aggregate offering Amount of
registered registered per unit price (2) registration fee
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Class B Common
Stock, $.01 par
value per share.......... 3,000,000 shares (2) $130,776,233.10 $ 32,694.06
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(1) The 3,000,000 shares of Class B Common Stock issuable under The
Universal Health Services, Inc. Amended and Restated 1992 Stock Option
Plan (the "Plan") being registered in this Registration Statement are
in addition to 2,000,000 shares of Class B Common Stock (adjusted for
a two-for-one stock split effective on June 4, 2001) issuable under
the Plan that were previously registered on a Registration Statement
on Form S-8 (Registration No. 333-46384) filed on September 22, 2000.
Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also registers such indeterminate number
of additional shares of Class B Common Stock as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the sum of (a) the aggregate
exercise price ($76,827,403.12) of the 1,811,700 options for which the
exercise price has been established and (ii) the product resulting
from multiplying 1,188,300, the number of shares issuable upon
exercising options for which the exercise price is not known,
registered by this Registration Statement by $45.40, the average of
the high and low prices of the Class B Common Stock as reported on the
New York Stock Exchange on June 22, 2001, within five business days
prior to June 27, 2001.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E to
Form S-8 in order to register 3,000,000 additional shares of class B common
stock, $0.01 par value per share ("Class B Common Stock") of Universal Health
Services, Inc. ("UHS"), which shares are in addition to 2,000,000 (adjusted for
a two-for-one stock split effective on June 4, 2001) shares of Class B Common
Stock previously registered on a Registration Statement on Form S-8
(Registration No. 333-46384) filed with the Securities and Exchange Commission
on September 22, 2000, for issuance pursuant to The Universal Health Services,
Inc. Amended and Restated 1992 Stock Option Plan. The contents of such
previously filed Registration Statement are hereby incorporated by reference in
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by UHS with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement:
(a) UHS' Annual Report on Form 10-K for the year ended December 31, 2000;
(b) UHS' Quarterly Report on Form 10-Q for the quarter ended March 31,
2001; and
(c) The description of UHS' Class B Common Stock contained in UHS'
Registration Statement on Form 8-A dated July 5, 1991, including any amendments
or reports filed for the purpose of updating such description.
All reports and other documents filed by UHS pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this Registration Statement from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel
The legality of the Class B Common Stock offered hereby has been passed
upon for UHS by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New
York 10103. Anthony Pantaleoni, a director of UHS who owns less than one percent
of UHS' outstanding capital stock, is a partner of Fulbright & Jaworski L.L.P.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to UHS. The Delaware
General Corporation Law provides that Section 145 is not exclusive of other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Article VII, Section 7 of UHS's by-laws provides for the indemnification by
UHS of its directors, officers and employees to the fullest extent permitted by
Delaware General Corporation Law.
UHS maintains standard policies of insurance under which coverage is
provided (a) to its directors and officers against loss rising from claims made
by reason of breach of duty or other wrongful act, and (b) to UHS with respect
to payments which may be made by UHS to such officers and directors pursuant to
the above indemnification provision or otherwise as a matter of law.
Item 8. Exhibits
4.1 -- Amended and Restated 1992 Stock Option Plan, as
amended
4.2* -- Stock Option Agreement
5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5.1)
24.1 -- Power of Attorney (included in signature page)
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* Incorporated by reference to UHS' Registration Statement on Form S-8
(Registration No. 333-46384) filed on September 22, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 King of Prussia, Pennsylvania on June 25, 2001.
Universal Health Services, Inc.
By: /s/ Alan B. Miller
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(Alan B. Miller, President)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan B. Miller and Steve Filton as his
true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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, as fully to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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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/s/ Alan B. Miller Chairman of the Board June 25, 2001
- ------------------------------- President, Chief
(Alan B. Miller) Executive Officer and
Director (Principal
Executive Officer)
/s/ Robert H. Hotz Director June 25, 2001
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(Robert H. Hotz)
/s/ John Herrell Director June 25, 2001
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(John Herrell)
/s/ Anthony Pantaleoni Director June 25, 2001
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(Anthony Pantaleoni)
/s/ Leatrice Ducat Director June 25, 2001
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(Leatrice Ducat)
/s/ John F. Williams, Jr., M.D Director June 25, 2001
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(John F. Williams, Jr., M.D.)
/s/ Joseph T. Sebastianelli Director June 25, 2001
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(Joseph T. Sebastianelli)
/s/ Kirk E. Gorman Senior Vice President June 25, 2001
- ------------------------------- Treasurer and Chief
(Kirk E. Gorman) Financial Officer
(Principal Financial
Officer)
/s/ Steve G. Filton Vice President June 25, 2001
- ------------------------------- Controller and
(Steve G. Filton) Secretary (Principal
Accounting Officer)
INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Amended and Restated 1992 Stock Option Plan, as amended.
4.2 Stock Option Agreement*
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
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* Incorporated by reference to VHS, Registration Statement on Form S-8
(Registration No. 333-46384) filed on September 22, 2000.