Community Health Systems Inc – ‘POS AM’ on 10/15/02

On:  Tuesday, 10/15/02, at 12:33pm ET   ·   Accession #:  895345-2-517   ·   File #:  333-100349

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment -- jbposam                    5     22K 
 2: EX-4.5      Form of Amendment                                      2±     7K 
 3: EX-5.1      Opinion re: Legality                                   2±    10K 

POS AM   —   Post-Effective Amendment — jbposam
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POS AM
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As filed with the Securities and Exchange Commission on October 15, 2002    

                                                Registration No.  333-100349
==============================================================================  

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

___________________________________     

POST-EFFECTIVE AMENDMENT NO. 1    
TO FORM S-8     
REGISTRATION STATEMENT    
UNDER     
THE SECURITIES ACT OF 1933    

___________________________________     

COMMUNITY HEALTH SYSTEMS, INC.    

(Exact name of registrant as specified in its charter)    

       DELAWARE                                                 13-3893191
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                          Identification Number)  

155 FRANKLIN ROAD, SUITE 400    
BRENTWOOD, TENNESSEE 37027    

(Address of registrant's principal executive offices)     
__________________________________    

COMMUNITY HEALTH SYSTEMS HOLDINGS CORP.     
EMPLOYEE STOCK OPTION PLAN    

STOCK OPTIONS GRANTED TO CERTAIN DIRECTORS    
PURSUANT TO INDIVIDUAL STOCK OPTION AGREEMENTS    
(Full title of the plans)     

RACHEL A. SEIFERT     
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL    
155 FRANKLIN ROAD, SUITE 400    
BRENTWOOD, TENNESSEE 37027    
(615) 373-9600    

(Name, address, and telephone number of agent for service)    

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EXPLANATORY NOTE    

This Post-Effective Amendment No. 1 to registration statement on Form 
S-8 (file no. 333-100349) is being filed to add a plan title to the cover       
page, which was inadvertently omitted from the original filing. Of the          
502,791 shares registered in the initial filing, 153,158 shares represent       
shares issuable upon exercise of individual stock option grants made to         
retain the following directors of Community Health Systems, Inc. on the         
following dates pursuant to Stock Option Agreements, as amended (the            
"Agreements"): Sheila P. Burke on August 6, 1997, Robert J. Dole on May 14,     
1997, J. Anthony Forstmann on October 15, 1997, Dale F. Frey on May 14,         
1997 and Michael A. Miles on May 14, 1997. The remaining 349,633 shares         
registered in the initial filing represent shares issuable upon exercise of     
the stock option grants made under the Community Health Systems Holdings        
Corp. Employee Stock Option Plan (the "Plan").                                  

Part I, Item 8 of Part II and the opinion of counsel filed are also   
being revised to include references to the Agreements. No other changes are     
being made to the original filing, and the number of total registered           
shares remains the same.                                                        

PART I    

Holders of awards granted under the Plan and the Agreements will be   
provided with the documents containing information specified by Part I of       
this Registration Statement in accordance with Rule 428(b)(1) promulgated       
by the Securities and Exchange Commission (the "SEC") under the Securities      
Act of 1933, as amended. These documents constitute, along with the             
documents incorporated by reference into the original Registration              
Statement pursuant to Item 3 of Part II, a prospectus that meets the            
requirements of Section 10(a) of the Securities Act.                            

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PART II     

ITEM 8.  EXHIBITS                                             

EXHIBIT NO.                   DESCRIPTION OF EXHIBIT                            
----------                    ----------------------                            

4.1**                         Our Restated Certificate of Incorporation         
                         filed as Exhibit 3.1 to our Form 10-Q for the
                 quarterly period ended June 30, 2000.

4.2**                         Our Amended and Restated By-Laws filed as         
                         Exhibit 3.2 to our Annual Report on Form 10-K
                 for the year ended December 31, 2000.

4.3**                         The Community Health Systems Holdings Corp.       
                       Employee Stock Option Plan filed as Exhibit
                      10.4 to our Registration Statement on Form
S-1 (No. 333-31790).

4.4**                         Form of Director Stock Option Agreement filed     
                         as Exhibit 10.1 to our Registration Statement
        on Form S-1 (No. 333-31790).

4.5*                          Amendment No. 1 to Director Stock Option          
              Agreements, dated October 4, 2002.

5.1*                          Opinion of Fried, Frank, Harris, Shriver &        
                     Jacobson as to the legality of securities
                      offered under the Community Health Systems
                      Holdings Corp. Employee Stock Option Plan.

23.1***                       Consent of Deloitte & Touche LLP.                 

24.1***                       Power of Attorney (included in the signature      
                  pages of this Registration Statement).

-----------------------                                                         
*        Filed herewith.                                                        
**       Incorporated by reference.                                             
***      Filed previously on our original Registration Statement on Form S-8.   

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SIGNATURES    

Pursuant to the requirements of the Securities Act of 1933, as        
amended, we certify that we have reasonable grounds to believe that we meet     
all of the requirements for filing on Form S-8 and have duly caused this        
Post-Effective Amendment to be signed on our behalf by the undersigned,         
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on     
this October 14, 2002.                                                          

                                COMMUNITY HEALTH SYSTEMS, INC.

                        /s/ Wayne T. Smith
                                      ----------------------------------
                  Wayne T. Smith
                                    Chairman of the Board, President
                               and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as        
amended, this Post-Effective Amendment has been signed by the following in      
the capacities indicated and as of the date indicated.                          

Signature                        Title                                          
---------                        -----                                          

                      Chairman of the Board, President and
*                       Chief Executive Officer (principal    
------------------------         executive officer)                             
Wayne T. Smith                                                                  

                 Executive Vice President, Chief
*                       Financial Officer and Director        
------------------------         (principal financial officer)                  
W. Larry Cash                                                                   

                         Vice President and Corporate Controller
*                       (principal accounting officer)        
------------------------                                                        
T. Mark Buford                                                                  

*                                                             
------------------------         Director                                       
Sheila P. Burke                                                                 

*                                                             
------------------------         Director                                       
Robert J. Dole                                                                  

*                                                             
------------------------         Director                                       
J. Anthony Forstmann                                                            

*                                                             
------------------------         Director                                       
Theodore J. Forstmann                                                           

*                                                             
------------------------         Director                                       
Dale F. Frey                                                                    

*                                                             
------------------------         Director                                       
Sandra J. Horbach                                                               

*                                                             
------------------------         Director                                       
Harvey Klein, M.D.                                                              

*                                                             
------------------------         Director                                       
Thomas H. Lister                                                                

*                                                             
------------------------         Director                                       
Michael A. Miles                                                                

*    Wayne T. Smith hereby signs this Post-Effective Amendment on behalf of     
each of the indicated persons for whom he is attorney-in-fact pursuant
to a power of attorney filed with the original Registration Statement 
on Form S-8 on October 3, 2002.                                       

              By: /s/ Wayne T. Smith
                          ----------------------------
            Wayne T. Smith
                              Chairman of the Board, President
                          and Chief Executive Officer,
              Attorney-in-Fact

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INDEX TO EXHIBITS     

EXHIBIT NO.                   DESCRIPTION OF EXHIBIT                            
-----------                   ----------------------                            

4.1**                         Our Restated Certificate of Incorporation         
                         filed as Exhibit 3.1 to our Form 10-Q for the
                 quarterly period ended June 30, 2000.

4.2**                         Our Amended and Restated By-Laws filed as         
                         Exhibit 3.2 to our Annual Report on Form 10-K
                 for the year ended December 31, 2000.

4.3**                         The Community Health Systems Holdings Corp.       
                       Employee Stock Option Plan filed as Exhibit
                      10.4 to our Registration Statement on Form
S-1 (No. 333-31790).

4.4**                         Form of Director Stock Option Agreement filed     
                         as Exhibit 10.1 to our Registration Statement
        on Form S-1 (No. 333-31790).

4.5*                          Amendment No. 1 to Director Stock Option          
              Agreements, dated October 4, 2002.

5.1*                          Opinion of Fried, Frank, Harris, Shriver &        
                     Jacobson as to the legality of securities
                      offered under the Community Health Systems
                      Holdings Corp. Employee Stock Option Plan.

23.1***                       Consent of Deloitte & Touche LLP.                 

24.1***                       Power of Attorney (included in the signature      
                  pages of this Registration Statement).

------------------------                                                        
*        Filed herewith.                                                        
**       Incorporated by reference.                                             
***      Filed previously on our original Registration Statement on Form S-8.   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/02		1
		10/14/02		4
		10/4/02		3		5			S-8
		10/3/02		4
		12/31/00		3		5			10-K,  11-K
		6/30/00		3		5			10-Q
		10/15/97		2
		8/6/97		2
		5/14/97		2
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