As filed with the Securities and Exchange Commission on March 27, 2002
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HEALTHSOUTH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 63-0860407
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD M. SCRUSHY Copy to: Copy to:
Chairman of the Board
and Chief Executive Officer WILLIAM W. HORTON, ESQ. ROBERT E. LEE GARNER, ESQ.
HEALTHSOUTH Corporation Executive Vice President and Corporate Counsel Haskell Slaughter Young & Rediker, L.L.C.
One HealthSouth Parkway HEALTHSOUTH Corporation 1200 AmSouth/Harbert Plaza
Birmingham, Alabama 35243 One HealthSouth Parkway 1901 Sixth Avenue North
(Name and Address of Agent For Service) Birmingham, Alabama 35243 Birmingham, Alabama 35203
(205) 967-7116 (205) 967-7116 (205) 251-1000
(Telephone Number, Including Area Code,
of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE (1)
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Common Stock, Par 3,534,425 shares N/A $47,644,049 $4,383
Value $.01 Per Share
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(1) In accordance with Rules 457(c) and (h) promulgated under the Securities Act of 1933, as amended, the maximum aggregate
offering price and the registration fee are based on a price of $13.48 per share, which represents the average of the
high and low prices for the shares of HEALTHSOUTH Corporation Common Stock as reported on the New York Stock Exchange
on March 20, 2002.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Instruction E of
Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to
register an additional 3,534,425 shares of HEALTHSOUTH Corporation Common Stock
issuable pursuant to its 1995 Stock Option Plan. This registration statement
includes a facing page, this page, the signature page, an exhibit index, an
Exhibit 5 legal opinion (and a consent included therein), and an accountant's
consent. Pursuant to Instruction E, the content of HEALTHSOUTH Corporation's
registration statements on Form S-8 (Registration Nos. 333-02221, 333-42301,
333-49345, 333-33686 and 333-58064), including the exhibits thereto, are
incorporated by reference into this registration statement. All previously
registered shares may be issued pursuant to HEALTHSOUTH Corporation's 1995 Stock
Option Plan. Registration fees have been paid for all such previously registered
shares.
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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 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 Birmingham, State of Alabama, on March 27, 2002.
HEALTHSOUTH CORPORATION
By /s/ Richard M. Scrushy
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Richard M. Scrushy
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard M. Scrushy and William T. Owens, and each
of them, his or her attorney-in-fact with powers of substitution for him or her
in any and all capacities, to sign any amendments, supplements, subsequent
registration statements relating to the offering to which this registration
statement relates, or other instruments he or she deems necessary or
appropriate, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Richard M. Scrushy Chairman of the Board March 27, 2002
-------------------------------------- and Chief Executive Officer
Richard M. Scrushy and Director
/s/ Weston L. Smith Executive Vice President March 27, 2002
-------------------------------------- and Chief Financial Officer
Weston L. Smith (Principal Accounting Officer)
/s/ John S. Chamberlin Director March 27, 2002
--------------------------------------
John S. Chamberlin
/s/ C. Sage Givens Director March 27, 2002
--------------------------------------
C. Sage Givens
/s/ Joel C. Gordon Director March 27, 2002
--------------------------------------
Joel C. Gordon
/s/ Charles W. Newhall III Director March 27, 2002
--------------------------------------
Charles W. Newhall III
/s/ William T. Owens Director March 27, 2002
--------------------------------------
William T. Owens
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/s/ Larry D. Striplin, Jr. Director March 27, 2002
--------------------------------------
Larry D. Striplin, Jr.
/s/ George H. Strong Director March 27, 2002
--------------------------------------
George H. Strong
/s/ Phillip C. Watkins Director March 27, 2002
--------------------------------------
Phillip C. Watkins
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INDEX TO EXHIBITS
Exhibit No. Description
(4) 1995 Stock Option Plan, filed as Appendix A to HEALTHSOUTH
Corporation's Definitive Proxy Statement for its 1995
Annual Meeting of Stockholders, dated May 12, 1995,
is hereby incorporated by reference.
(5) Opinion of Haskell Slaughter Young & Rediker, L.L.C.
as to the legality of the shares of HEALTHSOUTH Corporation
Common Stock being registered.
(23)-1 Consent of Ernst & Young LLP.
(23)-2 Consent of Haskell Slaughter Young & Rediker, L.L.C.
(included in the opinion filed as Exhibit 5).
(24) Powers of Attorney (see signature pages).
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