As filed with the Securities and Exchange Commission on August 1, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LifePoint Health, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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20-1538254
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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330 Seven Springs Way
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Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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LifePoint Health, Inc. Amended and Restated 2013 Long-Term Incentive Plan
(Full title of the plan)
Jennifer C. Peters, Esq.
Senior Vice President, General Counsel and Corporate Secretary
LifePoint Health, Inc.
330 Seven Springs Way
Brentwood, Tennessee 37027
(Name and address of agent for service)
(615) 920-7000
(Telephone number, including area code, of agent for service)
Copy to:
David R. Clay
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
(615) 244-6380
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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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
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
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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LifePoint Health, Inc. Amended and Restated 2013 Long-Term Incentive Plan
Common Stock, $0.01 par value
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1,720,601
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$
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60.03
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$
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103,287,678.03
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$
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11,972.00
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(1)
Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall also cover any additional shares of common stock that become issuable under the Amended and Restated 2013 Long-Term Incentive Plan by reason of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event that affects the shares of common stock 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 the Amended and Restated 2013 Long-Term Incentive Plan.
(2)
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 31, 2017, a date within five business days prior to the filing of this Registration Statement.
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 the city of Brentwood, state of Tennessee, on August 1, 2017.
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LIFEPOINT HEALTH, INC.
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By:
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/s/ Jennifer C. Peters
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Jennifer C. Peters
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Senior Vice President, General Counsel and Corporate Secretary
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael S. Coggin and Jennifer C. Peters, and both or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments 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 requisite and necessary to be done in and about the premises, as fully and 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, or each of 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 by the following persons in the capacities and on the dates indicated:
SIGNATURE
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TITLE
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DATE
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/s/ William F. Carpenter III
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Chief Executive Officer and Chairman of the Board of Directors
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August 1, 2017
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William F. Carpenter III
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(Principal Executive Officer)
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/s/ Michael S. Coggin
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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August 1, 2017
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Michael S. Coggin
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/s/ Kermit R. Crawford
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Director
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August 1, 2017
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Kermit R. Crawford
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/s/ Richard H. Evans
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Director
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August 1, 2017
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Richard H. Evans
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/s/ Michael P. Haley
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Director
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August 1, 2017
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Michael P. Haley
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/s/ Marguerite W. Kondracke
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Director
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August 1, 2017
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Marguerite W. Kondracke
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SIGNATURE
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TITLE
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DATE
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/s/ John E. Maupin, Jr.
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Director
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August 1, 2017
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John E. Maupin, Jr.
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/s/ Jana R. Schreuder
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Director
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August 1, 2017
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Jana R. Schreuder
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/s/ Reed V. Tuckson, M.D.
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Director
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August 1, 2017
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Reed V. Tuckson, M.D.
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