Securities Registration: Employee Benefit Plan (s-8)
August 02 2016 - 5:21PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 2, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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95-2557091
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1445 Ross Avenue, Suite 1400
Dallas, Texas 75202
(Address of Principal Executive Offices, including Zip Code)
SIXTH AMENDED AND RESTATED
TENET HEALTHCARE 2008 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Paul A. Castanon
Vice
President, Deputy General Counsel and Corporate Secretary
Tenet Healthcare Corporation
1445 Ross Avenue, Suite 1400
Dallas, Texas 75202
(469) 893-2200
(Name,
address and telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, par value $0.05 per share
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5,400,000
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$29.74 per share
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$160,596,000
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$16,172.02
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), there also are registered hereunder such additional indeterminate number of shares of the Registrants Common
Stock as may be issued as a result of any stock split, stock dividend, or similar transactions pursuant to the adjustment provisions of the Registrants Sixth Amended and Restated 2008 Stock Incentive Plan.
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(2)
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Pursuant to Rules 457(c) and 457(h) under the Securities Act, these prices are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low sales prices of the
Registrants Common Stock as reported on the New York Stock Exchange on August 1, 2016.
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EXPLANATORY NOTE
By this Registration Statement, Tenet Healthcare Corporation (the Company or the Registrant) is registering an
additional 5,400,000 shares of its common stock, $0.05 par value, issuable under the Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan, as the same may be amended and restated (the Plan). The Registrant has
previously filed registration statements relating to 479,494 shares of its common stock issuable under the Plan (SEC File No. 333-196262, filed on May 23, 2014), 4,514,403 shares of its common stock issuable under the Plan (SEC File No. 333-191614,
filed on October 7, 2013), 5,325,000 shares of its common stock issuable under the Plan (SEC File No. 333-166768, filed on May 12, 2010), and 8,750,000 shares of its common stock issuable under the Plan (SEC File No. 333-151887, filed on June 24,
2008). The contents of those prior registration statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The numbers of shares throughout this Registration Statement have been
adjusted for the Companys one-for-four reverse stock split effective October 11, 2012.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5.
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Interests of Named Experts and Counsel.
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Paul A. Castanon, Vice President, Deputy
General Counsel and Corporate Secretary of the Company, has delivered an opinion to the effect that the shares of common stock covered by this Registration Statement will be legally issued, fully paid and non-assessable. Mr. Castanon is
eligible to participate in the Plan and owns shares of the Companys common stock and holds outstanding awards under the Plan.
A list of the exhibits included as part of this Registration Statement is set
forth on the Exhibit Index and is hereby incorporated by reference thereto.
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 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 Dallas, State of Texas, on August 2, 2016.
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T
ENET
H
EALTHCARE
C
ORPORATION
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(Registrant)
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By:
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/s/ Paul A. Castanon
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Paul A. Castanon
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Vice President, Deputy General Counsel and Corporate Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in their respective capacities with Tenet Healthcare Corporation and on the dates indicated.
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Trevor Fetter, Audrey T. Andrews, Daniel J. Cancelmi and Paul A. Castanon, acting alone, as his or her true and lawful attorneys-in-fact and
agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/ Trevor Fetter
Trevor Fetter
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Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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August 2, 2016
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/s/ Daniel J. Cancelmi
Daniel J. Cancelmi
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Chief Financial Officer
(Principal Financial Officer)
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August 2, 2016
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/s/ R. Scott Ramsey
R. Scott Ramsey
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Vice President and Controller
(Principal Accounting Officer)
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August 2, 2016
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/s/ Edward A. Kangas
Edward A. Kangas
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Director
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August 2, 2016
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/s/ Brenda J. Gaines
Brenda J. Gaines
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Director
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August 2, 2016
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/s/ Karen M. Garrison
Karen M. Garrison
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Director
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August 2, 2016
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/s/ J. Robert Kerrey
J. Robert Kerrey
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Director
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August 2, 2016
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Freda C. Lewis-Hall, M.D.
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Director
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/s/ Richard R. Pettingill
Richard R. Pettingill
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Director
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August 2, 2016
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/s/ Matthew J. Ripperger
Matthew J. Ripperger
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Director
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August 2, 2016
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Ronald A. Rittenmeyer
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Director
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/s/ Tammy Romo
Tammy Romo
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Director
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August 2, 2016
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/s/ Randolph C. Simpson
Randolph C. Simpson
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Director
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August 2, 2016
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/s/ James A. Unruh
James A. Unruh
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Director
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August 2, 2016
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EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10(a) to the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1,
2016).
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5.1
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Opinion of Paul A. Castanon
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23.1
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Consent of Paul A. Castanon (contained in Exhibit 5.1)
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23.2
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Consent of Deloitte & Touche LLP
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24.1
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Power of Attorney (included on the signature page hereto)
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