þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 13-3893191 | |
(State of incorporation) | (IRS Employer Identification No.) | |
4000 Meridian Boulevard | 37067 | |
Franklin, Tennessee | (Zip Code) | |
(Address of principal executive offices) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $.01 par value | New York Stock Exchange |
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Explanatory Note | ||||||||
PART IV | ||||||||
SIGNATURES |
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Description | ||||
2.1 | Agreement and Plan of Merger between the Registrant, FLCH Acquisition Corp. and Community Health
Systems, Inc., dated on June 9, 1996 (incorporated by reference to Exhibit 2.1 to the Companys
Registration Statement on Form S-1 (No. 333-31790)) |
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2.2 | Agreement and Plan of Merger, dated as of March 19, 2007, by and among Triad Hospitals, Inc.,
Community Health Systems, Inc. and FWCT-1 Acquisition Corporation (incorporated by reference to
Exhibit 2.1 to Community Health Systems, Inc.s Current Report on Form 8-K filed March 19, 2007
(No. 001-15925)) |
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3.1 | Form of Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by
reference to Exhibit 3.1 to Community Health Systems, Inc.s Registration Statement on Form S-1
(No. 333-31790)) |
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3.2 | Amended and Restated By-Laws of Community Health Systems, Inc. (as of February 27, 2008)
(incorporated by reference to Exhibit 3(ii).1 to Community Health Systems, Inc.s Current Report
on Form 8-K filed February 29, 2008) |
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4.1 | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-1 (No. 333-31790)) |
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4.2 | Senior Notes Indenture, dated as of July 25, 2007, by and among CHS/Community Health Systems,
Inc., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.3 to Community Health System Inc.s Current Report on Form 8-K filed July
30, 2007 (No. 001-15925)) |
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4.3 | Registration Rights Agreement, dated as of July 25, 2007, by and among CHS/Community Health
Systems, Inc., the Guarantors party thereto and the Initial Purchasers (incorporated by reference
to Exhibit 4.1 to Community Health System Inc.s Current Report on Form 8-K filed July 30, 2007
(No. 001-15925)) |
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4.4 | Form of 8 7/8% Senior Note due 2015 (included in Exhibit 4.2) |
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4.5 | Joinder to the Registration Rights Agreement dated as of July 25, 2007 (incorporated by reference
to Exhibit 4.2 to Community Health Systems, Inc.s Current Report on Form 8-K filed July 30, 2007
(No. 001-15925)) |
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4.6 | First Supplemental Indenture, dated as of July 25, 2007, by and among CHS/Community Health
Systems, Inc., Community Health Systems, Inc., Triad Healthcare Corporation, the other guarantors
party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to
Community Health Systems, Inc.s Current Report on Form 8-K filed July 30, 2007 (No. 001-15925)) |
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Description | ||||
4.7 | First Supplemental Indenture relating to Community Health Systems, Inc.s 6 1/2% Senior
Subordinated Notes due 2012, dated as of July 24, 2007 by and among Community Health Systems, Inc.
and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to Community Health
Systems, Inc.s Current Report on Form 8-K filed July 30, 2007 (No. 001-15925)) |
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4.8 | Second Supplemental Indenture relating to Triads 7% Senior Notes due 2012, dated as of July 24,
2007, by and among Triad Hospitals Inc. and The Bank of New York Trust Company, N.A. (incorporated
by reference to Exhibit 4.6 to Community Health Systems, Inc.s Current Report on Form 8-K filed
July 30, 2007 (No. 001-15925)) |
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4.9 | First Supplemental Indenture relating to the Triads 7% Senior Subordinated Notes due 2013, dated
as of July 24, 2007, by and among Triad Hospitals Inc. and The Bank of New York Trust Company, N.A
(incorporated by reference to Exhibit 4.7 to Community Health Systems, Inc.s Current Report on
Form 8-K filed July 30, 2007 (No. 001-15925)) |
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10.1 | Credit Agreement, dated as of July 25, 2007, by and among CHS/Community Health Systems, Inc.,
Community Health Systems, Inc., the lender parties thereto and Credit Suisse, as Administrative
Agent and Collateral Agent, Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC
as Joint Bookrunner and Co-Lead Arrangers, Wachovia Bank, N.A. as Syndication Agent, JPMorgan
Chase Bank and Merrill Lynch Capital Corporation as Co-Documentation Agents (incorporated by
reference to Exhibit 10.1 to Community Health Systems, Inc.s Current Report on Form 8-K filed
July 30, 2007 (No. 001-15925)) |
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10.2 | Guarantee and Collateral Agreement, dated as of July 25, 2007, by and among CHS/Community Health
Systems, Inc., Community Health Systems, Inc., the Subsidiaries from time to time party hereto and
Credit Suisse, as collateral agent (incorporated by reference to Exhibit 10.2 to Community Health
Systems, Inc.s Current Report on Form 8-K filed July 30, 2007 (No. 001-15925)) |
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10.3 | Joinder, dated as of July 25, 2007 to the Purchase Agreement dated as of June 27, 2007
(incorporated by reference to Exhibit 10.3 to Community Health Systems, Inc.s Current Report on
Form 8-K filed July 30, 2007 (No. 001-15925)) |
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10.4 | Community Health Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan, as amended
and restated on March 30, 2007 (incorporated by reference to Annex B to the Companys Proxy
Statement on Schedule 14A filed April 12, 2007 (No. 001-15925)) |
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10.5 | Form of Restricted Stock Award Agreement (Directors) (incorporated by reference to Exhibit 99.2 to
the Companys Current Report on Form 8-K dated December 20, 2005) |
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10.6 | Community Health Systems Deferred Compensation Plan Trust, Amended and Restated Effective February
26, 1999 (incorporated by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2002) |
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10.7 | Community Health Systems Deferred Compensation Plan, as amended effective October 1, 1993; January
1, 1994; January 1, 1998; April 1, 1999; July 1, 2000; and June 1, 2001 (incorporated by reference
to Exhibit 10.19 to the Companys Annual Report on Form 10-K for the year ended December 31, 2002) |
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10.8 | Community Health Systems, Inc. Directors Fees Deferral Plan (incorporated by reference to Exhibit
10.18 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004) |
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10.9 | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed February 28, 2005 (No. 001-15925)) |
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10.10 | Form of Indemnification Agreement between the Registrant and its directors and executive officers
(incorporated by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K filed
February 28, 2005 (No. 001-15925)) |
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10.11 | Community Health Systems, Inc. Supplemental Executive Retirement Plan (incorporated by reference
to Exhibit 10.17 to the Companys Annual Report on Form 10-K for the year ended December 31, 2002) |
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10.12 | Amendment No. 2 to the Community Health Systems, Inc. Supplemental Executive Retirement Plan dated
December 10, 2002 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed June 1, 2005 (No. 001-15925)) |
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10.13 | Supplemental Executive Retirement Plan Trust, dated June 1, 2005, by and between CHS/Community
Health Systems, Inc., as grantor, and Wachovia Bank, N.A., as trustee (incorporated by reference
to Exhibit 10.3 to the Companys Current Report on Form 8-K filed June 1, 2005 (No. 001-15925)) |
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10.14 | Participation Agreement entered into as of January 1, 2005, by and between Community Health
Systems Professional Services Corporation and HealthTrust Purchasing Group, L.P. (incorporated by
reference to Exhibit 10.19 to the Companys Annual Report on Form 10-K for the year ended December
31, 2004) |
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Description | ||||
10.15 | Form of Performance Based Restricted Stock Award Agreement between Registrant and its executive
officers (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed March 3, 2006 (No. 001-15925)) |
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10.16 | Form of Performance Based Restricted Stock Award Agreement, Part A (incorporated by reference to
Exhibit 10.4 to Community Health Systems, Inc.s Current Report on Form 8-K filed July 30, 2007
(No. 001-15925)) |
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10.17 | Form of Performance Based Restricted Stock Award Agreement, Part B (incorporated by reference to
Exhibit 10.5 to Community Health Systems, Inc.s Current Report on Form 8-K filed July 30, 2007
(No. 001-15925)) |
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10.18 | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 to Community
Health Systems, Inc.s Current Report on Form 8-K filed July 30, 2007 (No. 001-15925)) |
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21 | List of subsidiaries* |
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23.1 | Consent of Deloitte & Touche LLP* |
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31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002* |
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32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002* |
* | Previously filed as an Exhibit to Community Health Systems, Inc.s Annual Report of Form 10-K for the year ended December 31, 2007 and incorporated herein by reference. |
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Community Health Systems, Inc. |
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By: | /s/ Rachel A. Seifert | |||
Rachel A. Seifert | ||||
Senior Vice President, Secretary and General Counsel | ||||
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