Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 57K Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 8K
4: EX-23.2 Consent of Expert or Counsel HTML 6K
5: EX-24.1 Power of Attorney HTML 18K
2: EX-FILING FEES Filing Fees HTML 14K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
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 of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging
growth company
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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. ¨
EXPLANATORY
NOTE
This Registration Statement on Form S-8 is being filed by Tenet Healthcare Corporation (“Tenet” or the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register an additional 4,275,000 shares of common stock, par value $0.05 per share (“Common Stock”), issuable under the Tenet Healthcare 2019 Stock Incentive Plan (as amended, the “Plan”). At the recommendation of Tenet’s Board of Directors, the Registrant’s stockholders approved the First Amendment to the Plan on May 6, 2022, which increased the number of shares available for issuance under the Plan by 4,275,000 shares of Common Stock. This Registration Statement on Form
S-8 relates to the additional 4,275,000 shares of Common Stock authorized to be issued under the Plan.
The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on May 15, 2019(SEC File No.333-231515)
together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Thomas
Arnst, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Registrant, has delivered an opinion to the effect that the shares of Common Stock covered by this Registration Statement will be legally issued, fully paid and non-assessable. Mr. Arnst is eligible to participate in the Plan and owns shares of Common Stock and holds outstanding awards under the Plan.
Item 8. Exhibits
Unless otherwise indicated, the following exhibits are filed with this report:
Pursuant to the requirements of the Securities Exchange 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 Dallas, State of Texas, on August 15, 2022.
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated on the dates indicated.
