Registration No.
333-128279
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIFEPOINT HOSPITALS, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware
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20-1538254 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification Number) |
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(615) 372-8500
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
William F. Carpenter III
President and Chief Executive Officer
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(615) 372-8500
(Name, address, including zip code and telephone number, including area code of agent for service)
Copies to:
Morton A. Pierce, Esq.
Frank R. Adams, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to
Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
On August 10, 2005, LifePoint Hospitals, Inc. (the Company) issued and sold $225 million
aggregate principal amount of its 3.25% Convertible Senior Subordinated Debentures due 2025 (the
Debentures) in a private offering exempt from the registration requirements of the Securities Act
of 1933, as amended, pursuant to Rule 144A promulgated thereunder. On September 13, 2005, the
Company filed a Registration Statement on Form S-3 (Registration No. 333-128279) with the
Securities and Exchange Commission, for the purpose of registering the resale of the Debentures and
the shares of the Companys common stock, par value $0.01 per share, issuable upon conversion of
the Debentures (the Shares). The Company amended the registration statement on September 27,
2005 and October 18, 2005 and subsequently supplemented the registration statement from time to
time (as amended and supplemented, the Registration Statement). The Company filed the
Registration Statement pursuant to the terms of a registration rights agreement that it entered
into with the initial purchasers of the Debentures.
In accordance with the undertaking contained in the Registration Statement pursuant to Item
512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to the
Registration Statement to deregister all of the Debentures and the Shares previously registered
that remain unsold under the Registration Statement as of the date hereof. The Registration
Statement is hereby amended, as appropriate to reflect the deregistration of all Debentures and
Shares which remain unsold as of the date hereof. The Company is deregistering these securities
because its obligation to maintain the effectiveness of the Registration Statement pursuant to the
registration rights agreement has expired.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that
it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on October 19, 2007.
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LIFEPOINT HOSPITALS, INC.
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By: |
/s/ William F. Carpenter III
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William F. Carpenter III |
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President and Chief Executive Officer |
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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 the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ William F. Carpenter III
William F. Carpenter III |
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President and Chief Executive Officer, Director
(principal executive officer)
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October 19, 2007 |
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/s/ David M. Dill
David M. Dill |
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Chief Financial Officer
(principal financial officer)
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October 19, 2007 |
/s/ Gary D. Willis
Gary D. Willis |
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Chief Accounting Officer
(principal accounting officer)
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October 19, 2007 |
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Richard H. Evans |
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Director
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October 19, 2007 |
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DeWitt Ezell, Jr. |
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Director
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October 19, 2007 |
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Michael P. Haley |
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Director
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October 19, 2007 |
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William V. Lapham |
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Director
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October 19, 2007 |
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John E. Maupin, Jr. D.D.S |
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Director
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October 19, 2007 |
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Owen G. Shell, Jr. |
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Director
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October 19, 2007 |
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*By: |
/s/ William F. Carpenter III
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William F. Carpenter III |
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Attorney-in-Fact |
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