Delaware (State or other jurisdiction of incorporation or organization) |
8062 (Primary Standard Industrial Classification Code Number) |
27-3865930 (I.R.S. Employer Identification Number) |
Joseph H. Kaufman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 |
J. Page Davidson, Esq. Ryan D. Thomas, Esq. Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 Nashville, Tennessee 37201-2017 (615) 742-6200 |
James J. Clark, Esq. Jonathan A. Schaffzin, Esq. William J. Miller, Esq. Cahill Gordon & Reindel llp Eighty Pine Street New York, New York 10005-1702 (212) 701-3000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount to | Aggregate Offering | Aggregate Offering | Amount of | ||||||||||
Securities to be Registered | be Registered(1) | Price per Share(2) | Price(1)(2) | Registration Fee(3) | ||||||||||
Common Stock, par value
$0.01 per share
|
2,530,000 shares | $30.00 | $75,900,000 | $8,812 | ||||||||||
(1) | The registrant previously registered 142,600,000 shares of its Common Stock at an aggregate offering price not to exceed $4,278,000,000 on Form S-1 (File No. 333-171369), which registration statement was declared effective by the Securities and Exchange Commission on March 9, 2011. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, and certain interpretations of the Securities and Exchange Commission with respect thereto, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under such registration statement is hereby registered. | |
(2) | Based on the per share public offering price. | |
(3) | Calculated in accordance with Rule 457(a) under the Securities Act of 1933. |
Item 16. | Exhibits and financial statement schedules. |
Exhibit
Number |
Exhibit Title | |
5.1
|
Opinion of Simpson Thacher & Bartlett LLP (filed as Exhibit 5.1 to the Companys Registration Statement on Form S-1 (File No. 333-171369) and incorporated herein by reference). | |
23.1
|
Consent of Ernst & Young LLP. | |
23.2
|
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1). | |
24.1*
|
Powers of Attorney. |
* | Included on the signature page to the registrants Registration Statement on Form S-1 (File No. 333-171369), which was originally filed with the Commission on December 22, 2010. |
HCA HOLDINGS, INC. |
||||
By: | /s/ John M. Franck II | |||
Name: | John M. Franck II | |||
Title: | Vice President and Corporate Secretary | |||
Signature | Title | |
* | Chairman of the Board and Chief Executive Officer | |
Richard M. Bracken | (Principal
Executive Officer) |
|
* | President, Chief Financial Officer and Director | |
R. Milton Johnson |
(Principal Financial Officer and Principal Accounting Officer) |
|
Director | ||
Jay O. Light | ||
Director | ||
Geoffrey G. Meyers | ||
* | Director | |
Christopher J. Birosak | ||
* | Director | |
John P. Connaughton | ||
* | Director | |
James D. Forbes | ||
* | Director | |
Kenneth W. Freeman | ||
* | Director | |
Thomas F. Frist, III | ||
* | Director | |
William R. Frist | ||
* | Director | |
Christopher R. Gordon | ||
* | Director | |
Michael W. Michelson |
Signature | Title | |
* | Director | |
James C. Momtazee | ||
* | Director | |
Stephen G. Pagliuca | ||
* | Director | |
Nathan C. Thorne |
*By: |
/s/ John M. Franck II | |||
Attorney-in-fact |